Initiative
by multipass
Summary: Suck at Summaries. Totally AU fantasy of a slightly different sunnydale. first fic please read and review
1. Default Chapter

Initiative(î-nîsh¹e-tîv) _noun_

**1.** The power or ability to begin or to follow through energetically with a plan or task; enterprise and determination.

**2.** A beginning or introductory step; an opening move: _took the initiative in trying to solve the problem._1

The Initiative. A top secret organization created to advance scientific knowledge and technical abilities for various Military and Intelligence applications. Funded by a variety of sources, it explored various areas of biomedical, technological and chemical research often thought ' risky' or ' unethical' by most societal standards. Its mandate was to put the country in a position of total offensive capability far beyond that available to it's enemies.

In a secret location far from the prying eyes of government bureaucrats, The Initiative carried out experiments in cross genetic hybridization with the sole purpose of creating a new race of beings. The vision of Dr. Marguerite Walsh, the Initiative, and its prime project, Operation Moreau, had been innovating new techniques in combining the best qualities of man and animal into a new beings, a race of humans that had superior capabilities.

A group of test subjects, called " hybrids" had been created. They were currently located in controlled circumstances in a small California coastal town know as Sunnydale. The current experiment had a two fold purpose: to watch and observe the hybrid's interaction with 'normal' humans. And, the crux of Dr. Walsh's work to day, to develop them into 'breeding pairs'. The hoped for effect would be to create a self replicating class of hybrids carrying the enhanced abilities of their 'parents'

But all wasn't well in the Initiative. Some problems with the current test subjects had cropped up, and leaks within the organization had prompted an investigation into the Initiative's funding and purpose. A congressional committee was formed, with representatives from congress, the intelligence community and the military. Their mandate wasn't necessarily to shut down the Initiative; rather, they were to investigate whether Dr. Walsh's work might have other, practical applications. The idea of a race of Super-soldier-spies had been rather a pipe dream, a wish of both the military and intelligence communities. Something that belonged in the realm of science fiction. At least, until now.

Dr. Walsh looked grimly at the group assembled before her. She had spent the better part of 2 hours brining the 'representatives' up to speed on her project and it's current state. By the glazed look in their eyes, she could see that a great portion of her presentation had flown right over their heads. She felt frustrated; she'd spent the better part of the last two weeks preparing this presentation, dumbing it down until it could be understood by 6th graders. Bright 6th graders, granted, but nevertheless, it should've been clearly understood by this group. She sighed, and opened the floor to questions.

" Dr. Walsh, " Superintendent Meiser was the first to speak, " We want to know exactly what the progress is on your latest experiment. There are some questions of the efficacy of your research, and frankly, some doubts as to you're ability to justify our continued support. While I understand the necessity of secrecy, still we should have some accounting as to what our funding is going for."

" Supt. Meiser, I promise you, current experiments are proceeding according to plans. You understand that I can't go into great detail as to exactly what those plans are. The work we do here is classified, with top secret confidentiality. I've given you about all I can in terms of details. Rest assured, however, that when the time is right, all will be revealed, and you'll see our research here has very many biotech, medical and military applications. It's a win/ win situation."

" That's all well and good, Dr. Walsh, " piped up Major Cosgrove, a veteran of many battles, both in the field and in the political minefields of the military command organization, " But there have been rumors of some spectacular failures. How can we justify continued support of the project without some positive news to report back to the committee. There have been some cost overruns, and with the current budget deficits, it's hard to keep expensive projects like " Operation Moreau" going without some results."

" As you're aware, any endeavor has its successes and failures, particularly ones that are as pioneering as Operation Moreau. But you have to agree, Major, that we've kept within our budget in most cases, and the overruns will be justified when we can release more data." Dr. Walsh pulls out her ace in the hole, " and I do have good news for you to bring back to the committee. I've just had word that our mate for our second breeder is ready, and will soon join her in Sunnydale. If all goes well, within a year we'll see the fruits of our labors."

" That's all very well, Dr. Walsh, but we have a budget to balance. Secret Ops are not as … popular as in the cold war days, " Senator Vance spoke up, " Without a time frame on results, something more concrete than say a year, we'll have to reconsider our support of this project."

Marguerite Walsh started to feel a spark of panic. _They couldn't take it away now. I've spent years on this project, it's near fruition. _Out loud she said, " Senator Vance, you have to understand that science, especially pioneering science, can't be a matter of schedules and deadlines. Science of this nature can't be rushed. I need more time to prepare result, check data and report on ongoing progress."

" Dr. Walsh. I understand your dedication to this project, and our decision isn't made lightly," Supt. Meiser spoke up, " Give me and my colleagues a moment to confer, and we'll give you a decision."

Dr. Walsh acquiesced to their request, and excused herself, exiting into the hallway. Once there, she leaned heavily on the wall. Her head felt like it would explode, and panic was twisting her stomach in knots.

They can't torpedo this project, not now! I've come so close to realizing my life's work. If they pull funding now, all my research, all my work will be for nothing! That can't happen… it' mustn't happen. I've got to convince them to give me more time. I've spent the better part of my career on this research, one way or another, and to watch it go to hell now? No way! No way! If they cut me, I'll have to find another source of funding. One that might not be so 'friendly' to their interests. Doesn't matter, It'll have to be done. I won't quit now. Not when things are so close… I won't do it!

" Dr. Walsh, are you ok?" Lt. Commander Riley Finn saw Dr. Walsh leaning on the wall and came up to her. He could tell she was under enormous stress, and he wanted to help if he could. He'd been with Dr. Walsh for 5 years, and had deep sense of loyalty to her.

" No, I'm ok, Riley," Dr. Walsh smiled. She was fond of Riley… almost felt like he was a son to her. He'd more than once proven his reliability and loyalty to her and her cause. She promised herself that someday he would share in the rewards of her work. IF she had work to be rewarded for. " It's just not going as well as I expected. Damned bean counters, trying to save money by cutting my research. But it's just wrong, Riley. I know my work will have wide ranging applications… if they could only see that. " Dr. Walsh rubs her forehead, a beauty of a headache beginning to wear on her.

" Don't worry, Doctor, " Riley replied. " You're a genius. They have to recognize that. They can't cut the funding for the project; like you said, it'd just be wrong. I'm sure once they've thought about it, they'll come around."

Dr. Walsh smiles, feeling a little better. _Good old Riley. Always dependable and in my corner. Even when things seem bleak he can cheer me up._ " Thanks, Riley. You're support means a lot. I've got something for you to do, when you have time."

" Name it , Dr. Walsh"

" I need Drusilla and Spike here. I need to find out the progress on the test subjects in Sunnydale. If you could…"

" I figured you might want to see them, Doctor. I've already brought over, and they're waiting in the lounge 'til you're ready for them. I didn't think it appropriate to have them break up your meeting."

_ What would I do without him? Don't even want to know!_

" Thanks, Riley. I'll see them right after…"

At that moment, Supt. Meiser appears at the door to the conference room. " Dr. Walsh, when you're ready, we've come to a decision."

Marguerite's face is a neutral mask, belying the turmoil going on inside.

" Guess I better face the firing squad now." She says sotto voce to Riley. " Either way, have Dru and Spike ready."

" You can count on it, Dr. Walsh" Riley Finn replies.

" Come in with me. No matter how it goes, you should be amongst the first to know. And they'll need an escort out, after."

They return to the conference room, Finn making himself inconspicuous in a corner, waiting. Dr. Walsh goes to the head of the table. She again notes the presence of a fourth member of the committee, one who's been rather quiet and has hardly spoken since they began the meeting. She was young, mid twenties at most, and had a pleasant, open face. She mainly took notes. For some reason, despite her smiles, she made Dr. Walsh the most nervous. _Exactly what is her position on the committee, and what's her agenda? I'd give almost anything to know._

" Dr. Walsh?" Senator Vance addresses her, " My colleagues and myself have reviewed your data and your presentation, and we've come to a decision." He pauses for effect." After consideration, we've decided to continue funding the project. With some provisos, of course," He stands, and faces Marguerite." We need stronger controls on spending, with stricter accounting procedures. Further, we need quarterly updates of your progress. That means the next review will be in 90 days. Finally, we feel we need to have a representative on hand to keep an eye on things." He turns and indicates the young woman sitting at the conference table. " This is Anne Price. Don't let her youth confuse you. She's a Harvard graduate, with a degree in Biotechnology , with a specialty in genetic research. She is to act as the scientific liaison between you and the committee. You will report to her, and she to us. Any questions?"

So that's her role, is it? Why do I feel it's not limited to liaison work? I'll have to watch her carefully, but what choice do I have? Either I accept this, or I can tell they're going to shut me down … and that can't happen. I'll deal with Ms. Price in my own way… in my own time.

" Very well, gentlemen, Ms. Price… that is acceptable" Maggie forces a smile. " Now, if we're done, I'll have Lt. Commander Finn show you to your cars?"

The sub-committee agrees, and Riley escorts them out.

Dr. Walsh, feeling exhausted, sits down and puts her head in her hands. She was not at all happy about the ' new arrangements", so to speak. This young woman… what was her name? … Price, yes Price… she could be trouble. She would , on top of everything else, find a way to keep her out of the loop. Give her enough for the committee to salivate over, but not so much as her true purpose here was revealed.

_Just a little more time… then all will be ready._ IF she could just keep them at bay a while longer, it wouldn't matter anymore who said or reported what. But for now…

" Dr. Walsh, are you alright?" Riley asks, standing quietly behind her. She almost jumps out of her skin, but recovers quickly.

He looked at her and noted her condition. He wanted to comfort her, let her know despite the setbacks, all will be well. He for a moment contemplated reaching out to her, but pulled back. He knew Dr. Walsh isn't the touchy-feely kind, and would be put off with any kind of physical touch. Instead, he stood close, at the ready.

" Riley…so, did our guests get off ok then?" Dr. Walsh covered her nervousness.

" Yes, Dr. Walsh. They're quite gone."

" Good. Then, would you be so kind as to send in Spike and Drusilla?"

" Right away, Doctor," Finn nodded, turned on his heel and left.

A minute or so later, Drusilla, with Spike in tow, floated in. Float is the only way one could describe how Drusilla moves. Despite her striking physicality, Drusilla seemed to have a very tenuous hold on this reality. It was as if she were tethered her by a mere thread. Perhaps it was the insanity that informed her actions that gave this impression. Whatever it was, it was unnerving to say the least.

Dr. Walsh looked at Drusilla…like everyone else, she found it hard to keep her eyes off her. Drusilla had been one of her ' first generation' hybrids, before Walsh had included animal DNA into the mix. She was definitely a vampire, like her companion, Spike. But it was much more than that which unsettled Marguerite when it came to Drusilla. A certain vibe she gave off made Dr. Walsh's skin do the crawlies. Perhaps it was her well developed psychic abilities. Dr. Walsh had given her them through manipulation of her genes. There was a price however. The manipulation made Drusilla somewhat insane and unpredictable. Always a dangerous combination.

" Hello, Mummy, " Drusilla greeted her. That also tended to disturb Dr. Walsh. Drusilla's insistence on identifying her as her mother. It gave her the willies.

" Hello, Doc." Spike chimed in, grinning slightly evilly, " You look quite… pale, actually."

Dr. Walsh ignored Spike's taunt, and got down to business.

" What is your impression of the new breeder and her mate?" Marguerite directed the question to Drusilla. However it was Spike that answered.

" Bleeding brilliant, I'd say, Dr. Frankenstein. Two females as a breeding pair?" His sarcasm was thick.

Dr. Walsh felt her irritation rise as it always did when he referred to her that way. But she refused to rise to the bait.

" Now, Spikey, be nice. Mummy has had a bad old time of it with the nasty people that were here. Isn't that so, Mummy?" Drusilla started to weave in place.

" I really want your impressions as to their suitability. Will they mate?" Dr. Walsh's tone was somewhat clipped.

Drusilla closed her eyes, and her weaving seemed to become more pronounced." Mmmm mmmmm…. Yes, Mummy, the little girls, isn't it? I think they'll do fine…"

" You said that about the first breeding pair, " Dr. Walsh says impatiently." As I see it, they haven't been all that successful!"

" Right. But this pair, I'm sure will be a success. I know they will, I can feel it."

" There you go, Doc Frankenstein. Dru's feelings are always spot on!" Spike puts in.

" I'm really, really tired of you saying that, Spike, " Dr. Walsh said. She approached Spike, as if to punish him for his insolence. Spike vamped out and snarled at her, preparing to attack.

Riley, seeing the situation spinning out of control, takes out his stun stick, which for all the world looks like a Billy club except for the leading electrodes. Not waiting for instructions, he approaches Spike and hits him with a severe jolt of juice.

" Down, Dog, back on your leash!" Riley says, firmly.

Drusilla, amused and somewhat protective of her playmate, tried to defuse the situation a little.

" RRRRR- RUFF! Down, boy " She barked, smiling sarcastically at Riley. Spike, taking his cue from Dru's command, backs down, putting up his hands and making with the " What's all the fuss about ?" attitude.

" Now be a good doggie, Spike, and don't being growling at Mummy, " Dru has gone to Spike, and was scratching behind his ear. Spike deferred to his mate's wishes, standing down and backing away a little. Riley, the situation defusing, lowered his stun stick.

" Look, Spike, I'm sorry I lost my temper with you, " Dr. Walsh said, " just that I'm really not a mad scientist. What I'm doing here is for the benefit of you and your mate, Dru. Don't you see that?"

" Right, right, Doc. Sorry, just was kidding around." Spike, cowed by Dru, said, as apologetically as is he's capable.

Dru starts to hum and weave again, her fingers snapping and popping in some indecipherable pattern. A large, wicked smile breaks out on her face.

" Oh, yes… this is good, very good. Yesss, Mummy, they'll work out just fine. I can see it, the stars tell me it's true. Yessss…Oooo… wait… there's a spot… something I can't see through… can't make it out, can't make it out… ooooo… "

" Dru? DRU! Blind spot? What blind spot?" Maggie asks urgently, "Is it good or bad?"

" I can't see through it, Mummy… I just can't… but wait…oh yes… with enough time, you'll have lots and lots of Grandchildren, Mummy…"

Dr. Walsh smiled. " That's good Drusilla. I need some good news… we're in a very delicate situation, and something bad could be very bad for us… if you get my drift."

" I can't tell if it's good or bad, only that I can't see it, " Dru said, a little mournfully, " It's dark, and the stars don't sing about it!"

Dr. Walsh contemplated Drusilla's word as she watched her ' firstborn ' weave and sing to herself. Mostly, she felt irritation that Drusilla can't make out what might be masked from her. _I don't like and don't need surprises now! _But knowing Drusilla, she's gotten as much as she could from her, for now. _At least she sees some successful mating of the breeding pairs. That's good news!_

" Thank you, Drusilla. You've done well, " Dr. Walsh praises her charge, " I think that'll be all for now. Riley, if you'd escort Spike and Drusilla back to their quarters?"

" I don't see why we need a bleeding escort to walk back to our room," Spike grumbled.

" It's for your protection, and Dru's, Spike" Dr. Walsh was tired of explaining this repeatedly to the bleach blonde vampire, " There are lots of subjects here that are less than willing to have you around. Also, you have this nasty habit of picking fights…" Marguerite trails off.

" Fine, fine, whatever. Just tell soldier boy to put away the bloody cattle prod before I jam it up his sodding ass, " Spike starts towards the door with Drusilla.

Dr. Walsh gave Riley a look, and he put the stun stick back in its holster. The trio departed, leaving her alone.

She walked over to the phone in the conference room and dialed a number. She waited impatiently until a familiar British voice answered the line.

" Hello?"

" Mr. Giles, this is Dr. Walsh"

" Ah, good evening Dr. Walsh, What can I do for you?"

" We need to accelerate the schedule of the experiment, Mr. Giles. I have the mate to the second breeding pair ready for delivery. But I need to know the situation in Sunnydale."

" Actually, Dr. Walsh, things are proceeding even better than anticipated. All indications are that the current hybrid is close to maturation, and can accept her mate very soon."

" I'm very pleased to hear it, Mr. Giles. You're doing excellent work. Based upon what you tell me I believe we can introduce her mate this evening."

" That soon?" Giles sounded troubled

" Is there a problem?" Dr. Walsh asked impatiently.

" No, of course not. I just thought I would be given a little notice to prepare."

" I'm sorry, but things are coming to a head, and I need a successful test as soon as possible. Expect the new hybrid by tomorrow morning."

" As you say, Dr. Walsh, " Giles replies, only to hear the phone click in his ear.

Giles sighed, looking longingly at the poured Scotch in the tumbler close at hand. He knew he'd have to forgo it; there would be a lot to do tonight, and he needed a clear head.

Dr. Walsh, for her part, sat down wearily and put her feet up on the conference table. She was exhausted dealing with the clowns from government. For a moment, she indulged herself in pleasant fantasy.

It was years earlier, in her lab, when she saw the first of her cross cloning hybrid results. Drusilla and Spike, wrapped in their growth Chrysalis, starting to mature sexually. Even though she'd programmed them to be sterile, she still was pleased that they were maturing sexually. It would prove beneficial for later hybrids, who she planned to breed. As she studied the results, a thought occurred to her. _If I could find a way to breed the hybrids without a gender differentiation, that would simplify the cloning process, eliminating the need to create a male partner for the breeding pairs._ She knew that in nature, there were organisms that bred parthenogenetically, mostly in insects. _ But what if I could bring that ability to a higher order? Though, I'd really like a blending of genetics. So I'd have to find a way to have the females transfer genetic materials between themselves._ It was an interesting thought, and an intriguing challenge. Just the thing that excited her most. She knew she would have a lot of work ahead to make it happen, but she was confident…

_And now, it's nearly at fruition_ She knew that if her current experiment was successful, she would have eliminated the need for gendered hybrids. All could be made female, and could combine genetic material to create new hybrids. A sexless species, unconcerned with the gender inspired mating rituals, and all it's attendant baggage. She was feeling more than a little pride in her accomplishment.

As she continued to revel in her thoughts, Dr. Walsh was blissfully unaware of the dark clouds beginning to gather on the horizon of her dreams.

Midnight in Sunnydale. Along a road in the forest surrounding the small coastal community, a black van drove into a clearing. The van halted, and four men poured out of it. They wore black night camouflage gear, including night ops goggles. Each was masked, and carried an assortment of stun guns and trank sprays.

"Why do we always get this duty?" The man riding shotgun complained to the driver as they rounded the van to the rear doors.

" Because it's our job?" the driver replied, tired already of the man's complaining. " Tell you what? I'll let Dr. Walsh know you're tired of this duty. I'm sure she'll find that fascinating."

" There's no need to get snippy, " the first man grumbled, " just, you can't tell me you like doing this. Did you get a load of the latest freak? It's huge… and looks dangerous. We really just gonna let it out of it's cage?"

" It's not a freak, it's a hybrid. One of Dr. Walsh's ' babies' ", the driver said, a slight sneer in his voice, " Look you know the drill. We roll out the cage, open the door and get out of the way. The thing is still half tranked. It won't be doing much but weaving off into the bushes. Then, we're outta here." He waves to the other two men standing by, " Ok, up in the truck, you three, and roll it out."

The three men climb into the truck, and as they were positioning the cage, the driver rolled out the portable ramp, and positioned it behind the truck. Slowly, the edge of the cage appeared at the opening, and the driver guided the three into positioning the wheels so they roll smoothly down the ramp. Hooking the rope and pulley to the edge of the cage, the three men slowly winched the cage down the ramp and onto the ground. The driver guided it into position, and then unhooked the rope.

" What the hell is that thing? It's huge!" The third man, jumping down from the truck, exclaimed, " It feels like it weighs a ton!"

" It's a panther, I think," said the second man, " it's a cat of some kind."

" Cat, schmat. That thing's a monster," The fourth man, out of the truck finally, said.

" Ok, guys we can stand around all night figuring out what it is , or do our jobs and get out of here, " the driver said impatiently. He unlocked the bolts on the cage, and motioned to the second man. " Ok, you, it's your turn. You open the cage, and we'll keep watch to make sure it goes ok."

" Why me?" the second man said, a little fear in his voice, " I don't wanna be anywhere near that thing."

" Would you relax?" The driver, growing more impatient, snapped, " It's tranked up, and we've got stun sticks and tranks to knock it down. All you gotta do is throw the bolts. Now, get to it so we can get the hell out of…"

But at that moment, all four men were surprised. The panther had been playing possum, and realizing its prison was open, crashed through the door, knocking it down right on top of the second man. Leaping over him, it moved to a position and crouched, ready to attack.

" Aw, shit, " the fourth man, clearly scared, backs away.

The panther, seeing the movement, went for him. It's a huge specimen, nearly 8 feet long and 4 -1/2 feet at the shoulder. Before the others can react, the panther was on him. The man, panicked, goes over, but struggles against the Panther's attack.

The other two went in and hit the beast with everything they had. They stunned it over and over, but it seemed to almost shrug off the effects. They pulled out the trank sprays, and start hitting it directly in the face with the powerful anesthesia. The panther shook its head, trying to escape the cloud of gas, but finally succumbed to its effects, first staggering then falling down on its side.

The second man, finally getting the heavy steel cage of himself, got up and went over to where the fourth man was lying. There was a lot of blood.

" I told you. This is nuts. That thing is dangerous. We should kill its ass before it wakes up!"

"Sure, sure, then YOU can explain to Dr. Walsh how you killed one of her precious breeding pair." The driver moved over to the fourth man. He knelt down and inspected him. " Lot of blood, but it's not that bad. C'mon, help me get the cage back in the truck then well get him to the infirmary in town."

" Fuck the goddamn cage, lets just get the fuck outta here!"

" Right. And when they find it, wanna explain how it got here?" The driver nearly comes over and belts the guy. " Just get it on the truck, and lets get going."

With the reluctant help of the other two men, the driver managed to get the cage back in the van, then they help the fourth man into the van. They return briefly, and hit the cat with another dose of tranquilizers. That done, they get in the van, and it pulled away, leaving the huge panther in the clearing, sleeping.

Earlier in the evening, at the Rosenberg house, Willow read the note left by her parents.

**_Hi, sweetie,_**

****

**_Sorry we can't be there for dinner, but I have a board meeting at my company, and you're dad is meeting with the PTA tonight. We left some money so you could get dinner. Need I remind you? NO PIZZA! Anything else is ok, however. Anyway, we should be in around 10 or 11. Be good. Do your homework( as if I really have to tell you that.)_**

****

**_Love, _**

****

Mom 

_No pizza huh?_ Willow thought to herself. _We'll see about that! I'm so not a baby anymore!_

Willow, picking up the twenty the parentals left for her, sauntered over to the phone and dialed.

" Hi, Frantones? Yeah, this is Willow. Right, the usual. Half Anchovy, half not. Extra jalapenos. Right….load up on the olives… and the fishies. Yeah, I want it delivered. You guys are the best!" Smiling wickedly at her little rebellion, Willow puts down the phone… to have it ring as soon as it hits the cradle.

" Hello?"

" Hey, Will, what's up?"

" Buffy! When did you turn into Miss Cleo? I was just gonna call you!"

" No way!"

" So way! Hey, the parentals are out, and I was thinking… we could do a girls night. "

"Aw, Will! It sounds great, but I can't. I gotta patrol. Giles is so getting on me about that. If I skip, he'll have a Guernsey."

" C'mon, Buff. Blow it off one night. I've got pizza… extra jalapenos, just like you like it! And no fishies on your part!"

" Frantone's?" Buffy said, weakening.

" Is there any other?"

" Aw, Will, I just can't." Buffy whined a little.

" I got James Spader on video…" Willow said in her most sing-song voice.

" You're killing me here, Will, " Buffy complained" I really, really want to but…"

" Buffy?" Willow turns serious, " Please, come over? I … look, I'm feeling kinda weird, ok? I mean… I feel something's gonna happen, and well… I dunno… I don't wanna be alone. It's only til the parentals get back…"

" Hey, Will… are you ok? You're sounding really … "

" Yeah, I'm ok, but I really don't want to be alone…" Willow makes a face, " God, I'm sounding like a child. Know what? Just forget it. I'll be ok…"

" No way! My friend needs me. That beats out patrol any time, you know? I'll be over in less than 30 minutes. Better than Dominoes, huh?"

" Yeah, " Willow says, sounding grateful, " thanks Buffy."

" Hey, no big. What're friends for?"

"Yeah, " Willow agrees, and then tries to lighten the mood, " But it's Frantone's and Spader that's getting you here, right?"

" Oh yeah, " Buffy agreed, giggling.

" Oh yeah, " Willow giggled with her.

Willow hung up the phone, humming. She felt better now that Buffy's coming over.

She just wished she could shake off the creepy feeling she's having.

Buffy put down the phone, feeling a little creepy._ Well, she bought it. I'm in._ She felt lousy lying to her friend. She had no intention of patrolling tonight. Not that Giles didn't want her to; what she said about Giles getting all huffy about her patrolling was true. But she was having a major wiggins, and it concerned Willow.

Earlier in the evening, she'd gotten this sudden overwhelming feeling that something strange was going to happen. Something that would affect her friend, Willow. At first she dismissed it, thinking she was just being a worry wart. _C'mon, what's going to happen to Will? Maybe she'll overdose on organizing her notes?_ She laughed at herself for being such a mother hen.

But the feeling kept coming back. Try as she might, she couldn't dismiss the feeling that Willow might be in some kind of danger. She knew if she came out and just told Willow what she was feeling, Willow would either (a) laugh at her, figuring Buffy had finally needed to book a room at Insanity Farms, or (b) start to panic, and make things much worse.

So she lied to her. Got Willow to invite her over for a girl's night. All the while having this feeling of danger. Bonus that Willow was also feeling a need for company. That however, just increased the creepiness. _If Willow's sensing it too…_ she shook her head. _It's probably nothing_, she thought to herself._ All this demon fighting is getting me into major paranoid land. Maybe I do need a suite at the Hotel Insane-o._ Nevertheless, Buffy put on her slayer coat, making sure that she had plenty of stakes, holy water and a variety of weapons._ Better safe than sorry, I think!_

Sliding out her bedroom window, Buffy made her way down the roof, through the tree and down to the street. She truned, heading towards Willow's house.

Later , much later that night, at the Rosenberg household.

Willow was sleeping peacefully, dreaming of Molly Ringwald and James Spader, when she sat bolt upright suddenly, as if an electrical shock hit her. She jerked around numerous times, as if being hit again and again by shocks. Then she felt woozy, and a sharp pain hit her, doubling her over. She felt nauseated, and her stomach started to rumble. Getting scared, and feeling like she's going to hurl, she climbs out of bed, and wobbled towards the bathroom. But her legs won't hold her, and she fell. She crawled, trying to make it, but finally grabbed her wastebasket and started to vomit into it.

The light to her bedroom snapped on, and she looked up into the concerned faces of her parents. She made a sorry face, then vomited again.

" Willow, honey? What's wrong? " Sheila Rosenberg goes to her child, holding her head as she vomits. " Ira, call the doctor. Willow's sick!"

" No… no, no, no, mom, I'm ok… just…help me to the bathroom?"

" Willow, you're sick. You should see the doctor, " Ira says, turning to go to the phone.

" No, please, it's just a stomach cramp. I'll be ok, I just need to…" suddenly, turning a little greener, she broke from her mother's arms and flew to the bathroom. Sounds of her being sick could be heard in the bedroom.

Ira and Sheila, alone, whisper so Willow can't hear. " I don't like this at all, Ira. This isn't normal. I think we should take her in for a ' checkup'.

Ira nods agreement, then makes a cutting motion across his neck. Willow, looking a little pale, re-enters the bedroom. Despite the paleness, she looks better.

" That settles it, young lady. First thing tomorrow, you're going in for a checkup… "

" Daddy, please, I'm ok. I … it was just stomach cramps. I'm fine now. Probably just something I ate." She looked a little guilty.

" Willow? Did you have pizza?" Sheila asked, her voice a little strained.

Willow smiled guiltily. She nodded.

" Well, there you go. You know what it does to you. Why do you keep eating it?"

" Cuz it's yummy?" Willow said, almost in a whisper. She wondered how long her grounding will last.

Sheila sighed. Despite what Willow might think, she remembered what it's like to be young. She smiled.

" I just wish you'd be more careful honey. It might go a little easier on your tummy if you didn't order it with all that junk on it."

" But, it's the junk that makes it yummy!" Willow piped up. Seeing her mother's look, she blushed. " Sorry."

" Well, I think you've paid enough for your indiscretion… but do clean up your trash can before going back to bed, ok?"

" 'K" Willow perked up.

" Hmmm." Her father said. Willow's perk wilted." I'm thinking you still should see the doctor tomorrow, Willow. "

" Aww, Dad!" Willow moaned.

" Don't ' Aww, Dad ' me , young lady. You scared me and your mom to death. So, plan on going to the doctors tomorrow."

" But… it was only a stomach cramp, Daddy. I'm good now!" Willow put on her best daddy's girl face.

"Well," Ira said, falling for his daughter's charm as he always did, softened his stance a little, " We'll talk about it in the morning." He came over and kissed her forehead, " goodnight sweetheart."

"Goodnight Dad… Mom!"

They left.

Willow picked up the trash can, and holding it well in front of her, carries it to the bathroom. The toilet flushes, and water runs. She returns, still holding the trash can away from her. She put it down, and then went to bed.

Lying in the dark, Willow found it hard to get back to sleep . She was worried. She's never had a reaction to Pizza like that before. It's something else… something scarier. She pulled up her pajama tops, and gently poked her tummy. It was still sore.

Willow slid out of bed, trying to be as quiet as she could. She listened for awhile, to be sure the parentals weren't stirring about. Quietly, she goes to her desk, and picks up the phone, dialing a number

Buffy was snuggled deeply into her covers, having a wonderful dream about Angel and kissing and stuff. They were just sharing a really intense kiss when the phone at Angel's began to ring.

" Shouldn't you answer that?" Buffy asks, breaking the kiss.

" Ummm… I don't have a phone, Buffy" Angel replied.

PHONE!

Buffy bolts awake, realizing the phone is ringing next to her bed. As quickly as she can, she picks it up… but just a little late.

" Buffy?" Joyce Summers calls from her room." Is that the phone?"

" It's ok, Mom. Just a wrong number. I got it!" Buffy calls back.

" Ok, honey. Well … well, goodnight. Sweet dreams!"

"Thanks Mom!" Buffy calls out.

_ I so was having sweet dreams!_ Buffy thought, a little crossly. _This better be good!_

" ' Lo?" Buffy said into the phone, still feeling a little dazed from being woken up.

" Buffy? It's me, Willow!" Willow says.

WILLOW!

" Hey, Will. What's the what? It's like…" Buffy looked at the clock, " 1 a.m. What's going on?" Buffy's tummy started to churn. _This can't be good._

" Hey, Buff. I'm sorry to call , but well… gee, I got sick on that pizza we had tonight. I was wondering if it was me, maybe, or if you got sick too?"

" No, I'm ok, Will. Sure, the jalapenos gave the tummy a little rumble, but nothing out of the ordinary. Anyway, you know what pizza does to you sometimes. I'm sure it's just that."

" Yeah," Willow replied distractedly.

Buffy, knowing her friend like the back of her hand, picked up on Willow's tone

" Will… are you ok?"

" Yeah, " Willow didn't sound very convincing.

" You sure?" Buffy probed. Something was up with her friend.

"It's just… I've never gotten that sick on pizza before. Sure, I'd get mega stomach aches, but I feel all achy all over, and I hurled, you know? I mean, lots of times," Willow's voice takes on a note of panic, " I'm scared, Buffy."

" Hey, hey… Willow… I'm here, honey, " Buffy was growing more concerned. She's been with Willow when she's had a bad pizza night, and she never threw up before. " Will, do you want me to like come over?"

" No, of course not, Don't be silly, Buffy. I'm not a baby… I'm just acting like one. I just needed to talk to someone, someone not a parental unit."

" Look, Will… if you wanna talk, I can slip out…"

" No, you're already got troubles with your mom and slipping out. I'm ok, I just… I got a little shaky. Being the big baby cuz I got a little sick. Probably some of the fishies on the pizza were bad. Really, I'm ok now. Feels better since I'm talking with you." She's trying to hide her stomach was still in some pain.

" Will, you sure?" Buffy's not buying it entirely. Willow's not the world's best liar. She sensed, however , that pushing it would only make Willow more scared.

" Yeah. Look, Buffy, I'll see you tomorrow in school. I'm fine, I promise, ok?"

" Ok, Will. But if you get sick… I'm gonna tell!" Buffy tried to jolly Willow a little.

" You're such a nut, Buffy, " Willow said, pretending to be irritated, but actually feeling a little better. " Goodnight."

" Goodnight, ya big baby, " Buffy said, and hung up.

Buffy put down the phone, and settled down in her bed, trying to go back to sleep. But again she got the strong feeling that something was happening to Willow. Something way out of the normal. _C'mon, Buffy, she just had a bad reaction to the pizza. Don't make a major deal out of it._ She just couldn't shake the feeling. It worried her, because Willow was the first and best friend she made when she came to Sunnydale. Now she might be getting sick, or worse… and she couldn't do anything to protect her. Buffy felt entirely useless and out of her depth. She wasn't used to the feeling, and she spent a bad night, tossing and turning.

Willow was also worried. Despite what she said, her tummy still felt like rocks were rolling around in it. She wondered if she might be getting an ulcer or something…something worse. She lay down in her bed, but for the longest time her eyes refused to close. She kept having visions of doctor's visits, and hospitals, and strange things happening to her. As if some memories were awakening in her. _That's crazy. I'm just getting all wigged for nothing. I got some bad anchovies and I hurled my cookies. It happens. God, I'm laying off Frantone's for awhile. This just feels icky!_

Convincing herself that it's nothing, Willow finally felt sleep coming on. She closed her eyes, and her breathing became deeper, more regular. Despite that, little things kept nagging at her. Wouldn't leave her alone. Things that just didn't add up. _ Oh, forget this. I'll figure it out tomorrow, _as she tried to shut out the thoughts.

She wondered exactly what was going on as sleep finally claimed her.

* * *


	2. Chapter 2

" Ahhhh... what the hell?" Faith's voice broke the silence as she slowly woke from sleep. She shielded her eyes against the sun, which seemed to burn through the wooded glen she found herself in. She realized she couldn't remember anything about last night; it was if a fog had descended on her mind. She felt confused and somewhat blown away.

As she looked around, she noticed another startling fact: She was naked as a newborn babe. Wide-eyed, she gasped, and tried to cover her more erogenous zones, with little real success. She realized that she must've passed out during some more intense partying that started last night. But waking up in the woods butt naked was more than unexpected. " Just what the hell did I do last night?" she asked herself.

It was Thursday, and Faith realized she had to meet Oz at Sunnydale high sometime this morning. " Not before I get cleaned up and ... dressed." Faith had a wild streak in her, but it didn't extend to showing up at a school naked.She had to hurry, she knew that. But her mind was barely up to speed, and her body was moving even slower. "I really don't need this right now" she cursed to herself.

Forcing herself to move, she felt a stitch in her side. Inspecting herself, she saw she had cuts and bruises all over herself, and a really nasty looking wound in her side. "What the fuck? Was I fighting, too? Shit, this is so bogus!" She inspected herself more carefully, but didn't find anything else out of the normal, except that she's filthy. " Forget this, gotta get home and get cleaned up pronto. Figure it out later."

She forced herself to her feet, wincing a little, and stretched, trying to limber up. It occurred to her suddenly that someone might see her in the altogether, and a sudden rush of modesty hit her. Sneaking into the bushes, she made her way out of the forest, towards home.

Meanwhile, elsewhere in Sunnydale, Willow and her parents are finishing up breakfast.

" Willow? Are you sure you're alright?" Sheila Rosenberg, her mother, asked. " Maybe I should phone your teachers, and then take you to the doctor."

" Mom! I'm fine now. I just had a stomach cramp. No big. "

" Sweetie, are you sure?" Ira Rosenberg, her father , queried, " After all, last night you sounded pretty bad." Ira was concerned. Willow was the sparkle in his eye, and he didn't want anything to happen to her.

" No, no, I'm fine, Daddy, Really. I am!" Willow protested as she stood to clear her place. Taking her dishes, she walks into the kitchen.

Sheila and Ira exchange a furtive glance.

" Do you think she suspects anything?" Ira asked, worriedly. He didn't like what was happening.

" Of course not, Ira! How could she know?" Sheila replied, " She probably just had an upset stomach."

" I'm outta here, guys," Willow calls from the front door as she leaves for school.

" Have a nice day, Sweetheart," Ira responds.

" Bye, Honey," Her mother calls out.

Still feeling a little queasy, but a lot better than last night, Willow headed for school.

When she hit the main campus, Willow made a dash for the library. She had to talk to Buffy about last night, and hoped to catch her before class. She found Buffy in the library consulting with Mr. Giles, the school librarian who is also her mentor and watcher. Both looked up as Willow entered the library, and greeted her warmly.

" Ah, Willow, I'm glad you made it. I was just talking to Buffy about what occurred last evening," Mr. Giles turned to Willow, focusing on her, " I really rather need to find out more about what happened."

" Of course, Giles," Willow, a little puzzled at his interest, replied, " What do you want to know?"

" Well, you know I'm always concerned about you girls. It just sounded a little serious, from what Buffy told me. " Giles moves closer to Willow. " Do you remember what time the pains came on?"

" Yeah, I guess, "Willow says, puzzled. " I think it was around midnight."

" Indeed." Giles replied, looking thoughtful. Hmmm it was a couple of hours after she ate the pizza.

" Willow, tell him what you told me?" Buffy asks, " I mean, you know"

" Well, yeah, just that I've had like bad reactions to pizza before, but last night was a real doozy. Got all achy and felt a little feverish, and vomited. Don't remember that happening before"

Giles and Buffy exchange a look. " Was there anything else? Anything odd about this occurrence?" Giles queried.

" Yeah, I guess. I remember this just kind of hit me all of a sudden. Usually, when I get sick from pizza, I get a little warning about it. I get feeling kinda punk first" Willow looked from Giles to Buffy. " Hey, what's the sitch, anyway? You guys are beginning to scare me here. Why the 20 questions?"

Buffy walks over to Willow. " I'm sorry, Will. It's my fault. I just got really worried about you last night. I didn't sleep too good. I guess I'm just scared it might be something more, so I told Giles, thinking maybe he'd know something"

Willow looked at Buffy, and smiles." You big goof. I just had stomach cramps, is all. And probably those anchovies on my side went bad. Gosh, Buffy, I'm not going to pull a Camille on you and die or nothing" She throws her arm around her best friend's shoulder and gives her a hug. Buffy, embarrassed, but loving the hug, blushed.

" I'm sure that's it," Giles, sensing that Willow might start putting two and two together, interrupted the girls. He looks at his watch. " Dear me, look at the time. Willow, Buffy, you might want to head to class. We don't want you to be late... you know how Mr. Snyder is about tardiness..."

Buffy and Willow look at the man who has been more than a mentor to them, and they smile. Buffy had more questions. She saw the expression on Giles' face, however, and thought better of it. Leading the way, with Willow in tow, she left the library for class.

Alone, Giles could only wonder at what the two were thinking. He headed for his office, lost in thought. Sitting behind his desk, he picked up the phone and made a call... to a very familiar associate.

Dr. Walsh was catching up on paperwork when her phone rang. It was the official line to the Sunnydale venue.

" Dr.Walsh speaking."

" Dr. Walsh, it's me, Giles. Do you have a minute?"

Dr. Walsh took note of the slightly urgent note in his voice.

" Go ahead, Mr. Giles. What do you have to report?"

" I have some disturbing news. I believe the current test subjects may become aware of their uniqueness " Giles sounded more than a little panicky.

Dr. Walsh found her interest piqued. However, she pretended to be dumbfounded by Giles' news.

" Really, Mr. Giles? How so? What makes you think they may be aware?"

" I was speaking with Buffy in the library when Willow came in. She told me Willow became very ill last night. When I probed Willow on it a little later, I found out that she had her attack just about the time the handlers were releasing her mate into the woods. Her pains almost coincide with their fighting off the panther's attack. I believe that definitely establishes a psychic link between them. If they ever happen to talk about it, or somehow Willow finds out about that  she was already sounding a little suspicious"

For a long moment, Marguerite Walsh sat back in her chair, taking in what Giles had told her. Was it possible, she wondered, if the subjects were becoming aware? Did they understand their purpose, as breeders? If so, was sexual maturity coming on them? Being a person who believes in keeping her own counsel, she kept those questions to herself... for now.

" Just keep an eye on them for the moment, Mr. Giles. Let's see if they become aware of who they are, and what their purpose is. If so, they can come to you with questions. I know they've become rather fond of you, especially Buffy. You can use that to learn exactly what they know, and to keep tabs on them. There's no need to jump the gun, I don't believe. Understood?"

" I understand. I'll keep you posted of the situation as things develop," Giles replied, as he heard the phone call ended from the other end. Sitting back in his chair, he could only speculate on his next move.

It was lunchtime when Faith walked into middle campus. Dressed casually in jeans, sneakers and a white undershirt/tank top, she looked around for her cousin, Oz. Her tummy was telling her she was famished, and her mouth was drier than dust. She spotted a water fountain and made a beeline for it. Still feeling dazed and confused from this morning, SHe was just starting to bend over to drink when she noticed a tallish, cool brunette strut up to the fountain.

Cordelia Chase was dressed to the nines, per usual. Fashion was her passion, and she was tres elegant. Her hair in a half do, she looked like she stepped off the pages of Vanity Fair. Cordelia ruled this campus. She and her pack, known simply as " The Cordettes" set the tone, fashion and coolness factor at Sunnydale High. She was the Queen of Sunnydale high, and she had the vanity plates on her car to prove it. She was jonesing for a drink of water; after all, being Queen was thirsty work. She was just approaching the water fountain when some little proto slut had the nerve to cut in front of her. Well, we'll put little miss trailer trash in her place!

"Well, well, well, I guess being such a lowlife's thirsty work, isn't it" Cordy sneered.

Faith , having finished, straightened up, giving the brunette the once over. She knew this one. She was new in Sunnydale, but Oz had described a certain snotty brunette often enough for her to be unmistakable. Striking an 'tude, she smirked at Cordy and said, " back off, Sweetheart. Don't get your Victoria Secret's in a meltdown, ok? Cuz, I was just about to give you the fountain, your Haughtiness". Making an elaborate bow, she waved Cordelia into her place.

Cordelia was about to go at the little slut both barrels when she bit back her words. Something about this girl aroused a familiarity in her, as if there was a connection between them. " Yeah, me and the Queen of the projects here got so much in common, " she tried to dismiss the feeling , but couldn't. Cordelia knew somehow that things weren't as they seemed, and it bothered her. She's new here. I wonder if she's a Cordelia decides to test her, watch her reaction.

" I'm betting you're one of those Freakazoids always meeting in library. Aren't you?"

Faith is taken a little by surprise. " What the hell is she talking about?" she thinks.

" Like, huh?" Faith rejoins, " whatta ya mean, Freakazoid, Cordelia?" Faith emphasizes every syllable of her name.

It's Cordy's turn to be surprised. " You know me, Freak?"

" Yeah, well my cousin goes to this school. Oz... maybe you know him? Nawww, you'd have to be cool to know him. Anyway, he told me all about you, Cordelia, How you're the Wicked Bitch of Sunnydale High."

Cordelia is a little flustered, but doesn't let on. " Shoulda smelled it on you. If you're related to Oz? Yeah, you're one of the freaks. Anyway, if you wanna find Oz, he's probably in the library with Mr. Giles, that creepy librarian. Go to the end of the hall, make a left and go to the end. Can't miss it."

" Gee... thanks, I guess," Faith gives Cordelia a slightly hostile and puzzled glance, then turns to go. She puzzled over what Cordy said." Freakazoid? What the hell was that? What's her deal?" For a moment, she thought to ask her, but then shrugged. She needed to find Oz.

Both go their separate ways. Neither one noticed the man watching them from the shadows. Stepping out, he starts to follow Cordelia.

Cordelia was making her way to the cafeteria when her erstwhile boyfriend Xander ambushed her outside the doors. Surprised, she felt his tight, vice-like grip on her arm. She stared at him, frightened.

"Xander? What're you doing here?"

" We need to talk," Xander said, his voice cool. " Shall we?" It wasn't a question.

Pulling her away from the few remaining kids at lunch, Xander drags her over to an isolated spot. Pinning her to a wall, he glares at her.

"What the hell are you trying to do? Blow our cover?"

" Oh yeah, that's exactly what I wanna do, " Cordelia mocked, " So just let me go, and I'll go do that right now!" She tries to shake him off, but he only grips her tighter.

" You're not going anywhere, babe, til we've had our chat!"

" Let me go, Xander! You're hurting me!"

" Not until you tell me what you were talking to Faith about." Xander squeezed her arm tighter. " What'd you tell her?"

" I told her where the other freaks meet, in the library," Cordy sputters. Getting a shot of courage, she confronts Xander. " You tell me to keep an eye on the freaks, and then, when I do, you start !"

Xander looks at her, and starts to chuckle. It's a low, quiet chuckle, and it's very unpleasant. He grabs both of her hands, and holds her still.

" Shut up, bitch! You're starting to forget you're one of the mutants, too. I'm only playing at being your boyfriend for cover. You think I like touching a dirty, skanky hybrid like you? But I gotta, or their gonna figure out exactly what they are. And if that happens" Xander trails off, twisting her wrists painfully to drive the point home.

"Please let me go, Xander. You're breaking my wrists. I'm begging you, please..."

" Just remember, you're a mutant, babe, and I'm your handler. You take orders from me, without question. First order? What we discussed here, don't go any farther. Got it?" He twists her wrist again, almost breaking them.

" Xander, you know I wouldn't tell anyone" Cordy is nearly in tears. " I I love you "

" Shut up! God, you're disgusting. You think I could love a thing like you? Just remember, it's all an act, babe. I can have anyone I want here. So, if you go telling about me, you're gonna regret it, big time. I'll make sure they return you to the petrie dish they created you out of," Xander threatened" but not before I'm done with you..."

Cordy, in excrutiating pain, nods her assent. Xander pulls her after, finding a deserted room. He shoves her up against a wall, and lifting her tank skirt, pulls down her panties. He smiles cruelly at her, then punches her once, hard, in the groin, before he squeezes her clitoris. The pain is unbearable, and she screams. He quickly covers her mouth with his hand, laughing at her. After a few minutes, he shoves her away. " Just so you don't forget," He says, and leaves. Humiliated, hurting and near tears, she recovers her panties and staggers out of the room.

Faith was just reaching the library when she sees Buffy, Willow and Oz leaving. Smiling broadly, feeling relieved, she strode quickly to Oz and gave him major huggage.

" Hey, Cuz! Glad to see your ugly face, " She smiled at him, giving him a kiss on the forehead.

" Faye, what're you doing here?" Oz asks, his tone it's usual neutral flatness.

"Ummmm... not right here, ok? We gotta talk private, " Faith said, grabbing Oz and pulling him back into the library. Once away from the others, she got down to business.

"Ozman, I finally done it. I divorced the parentals, and I'm a free woman..."

Oz doesn't reply. He just arches a brow. He knows what's coming.

" Look, Oz, I'm kinda... ok, I'm totally broke, ok? And uh, I sorta need a place to stay 'til I can get back on my feet... and I'm sorta running scared here, you know?"

" Ok, Faith, what's the what? Why're you coming to me?" Oz asks.

" It's kinda complicated, you know? And you gotta get to class..."

" Let me talk to Giles for a minute. He'll be able to help, I think." Oz went over to Giles, and they talk quietly together.

Faith, left alone, looks around the place. She notes someone standing in the doorway, leaning against the jamb. He's smiling at her. She doesn't particularly like his smile.

" Hey buddy. Can I help you or something?" Faith called out, hoping the clown would go away.

" Hey, no need to get all nervy. My name's Xander, and who are you?" it came out more like a leer than an introduction.

" Yeah, well, it's really ... real... meeting you, but not looking to date, " Faith said. ' Especially you, creepo' she thinks to herself.

" Don't sweat it. I'm sure you'll come around once you get to know me. Gotta go, so later..." Xander kind of slouched out just as Oz and Giles return. ' What a dork' Faith thought to herself.

" Talked it over with Giles. You can stay here until school's out. I'll meet you here, " Oz hands her a piece of paper, " It's my place. Be there after 4. Seeya, Faye. Gotta get to class." He exits from the library.

" Why don't you come into my office? We can talk for awhile." Giles lead her to his office, where he waved her into a seat." So tell me about yourself, Faith. Did you just get into town?"

" Yeah, just got here today, " Faith said, a little leery of Giles. He seemed ok, but she was naturally wary of adults.

" So, why are you in Sunnydale, anyway, Faith? Your parents move here?"

" No, they're still living back in my old town. Just... ummm... we kinda decided it was best if I went my own way... you know?"

" Any brothers or sisters?"

" Ok, what's this all about Mr. Giles? I mean, we're getting a little personal here, don't you think?"

" Well, Faith, I'm an official of the school, and I have to determine your status concerning school if you wish to remain in Sunnydale. Believe me, Faith, I'm only here to help you. No harm will come to you by answering my questions. But we do have to do this, so better we remain calm and polite and get through this, don't you agree?"

What was Faith going to do? Run out on this seemingly kind and caring adult who did demonstrate a seemingly genuine concern for her well-being? She had no idea that his real purpose was to check on her memory implants. It was a precautionary measure instituted by Dr. Walsh for security reasons. Secrecy was imperative to Operation/ Project Moreau, and part of Giles' job as observer was to see that the implants held. Little did they suspect that the implants were beginning to unravel.

They spent the remaing time together with Giles gently but insistently probing Faith's memories. When the final bell for school rang, Giles handed Faith a business card with the name and address of a local bicycle messenger service looking for delivery people. Desperate for a job, Faith gratefully accepted the card and left the library.

She nearly ran over a vaguely familiar person on her way out of the library. She was familiar somehow, but Faith couldn't really place her. " Oh, yeah, she was with Oz earlier... I remember now," Faith thought. But on some level, the recognition was deeper. She shrugged.

" Hey, you ok? Sorry , didn't mean to do a hit and run on you, " Faith says, catching the girl by the arms." Where'd you come from anyway?"

Willow had just exited the bathroom, after losing the contents of her stomach to the toilet... again. She'd been getting more and more ill, not realizing her illness started when Faith hit town last night.

" Hey!" Faith said, getting a closer look," You really do look bad. Maybe we should get you to the nurse?"

" No, I'm ok, really, " Willow tries to smile, but it looks more like a wince.

" Ummm... I'm Faith, by the way. I... do you know where this is? I'm kinda new here in town, and I'm needing a job. Mr. Giles gave me this card, and I really need to set up an interview..."

"Willow, " Willow extends her hand, and they shake. " Yeah... I know where this is... not too far from my house..."

" Cool beans, then. Tell you what? You're looking... a little sick. Why don't you let me walk you home, and I'll just kinda go from there?"

Willow smiled weakly, feeling somewhat nauseated. But she consented to the plan, and accompanied by Giles, they were off. He walked them to the gate, and watched them make their way toward's Willow's house.

He intended to keep watch over the subjects he'd been given to oversee, but he had the beginnings of doubts. Would he ever be allowed to tell them what was really happening in this small coastal town


	3. Chapter 3

Disclaimer: I don't own any of these Characters, Joss Does

Rating: Somewhere between NC-17 and R.

Summary: Totally A/U fantasy of a slightly Different Sunnydale

A/N: Need feedback Praise or Flames but hopefully mostly Praise  
e mail

Disclaimer Two: besides the name change which may change again. this fic has themes that may be squeemish to some people. read at on risk

Initiative, Part 3

Lyrics for Hungry like a wolf by Duran-Duran

Lyrics for Changes by David Bowie

Ch-ch-ch-ch-changes  
(turn and face the strain)  
Ch-ch-changes  
Dont tell them to grow up and out of it  
Ch-ch-ch-ch-changes  
(turn and face the strain)  
Ch-ch-changes  
Wheres your shame  
Youve left us up to our necks in it  
Time may change me  
But you cant trace time

Strange fascination, fascinating me  
Ah changes are taking the pace Im going through

Ch-ch-ch-ch-changes  
(turn and face the strain)  
Ch-ch-changes  
Oh, look out you rock n rollers  
Ch-ch-ch-ch-changes  
(turn and face the strain)  
Ch-ch-changes  
Pretty soon now youre gonna get a little older  
Time may change me  
But I cant trace time  
I said that time may change me  
But I cant trace time

Faith was walking slowly down the street, looking at the various house numbers, trying to find the match for the address on the slip of paper she had in her hand.

She was starting to feel better about being here, having aced the bike messenger interview. At least I won't be sponging off Oz til I find a gig, she thought to herself with some relief. Not that she wouldn't, in a pinch, but she didn't like the feeling of owing someone something; even if it was her cousin.

She still couldn't get over the queasy feeling she had about this morning, either. As in, how did I get there, why was I naked, and what the hell was I doing in a forest, anyway? Near Sunnydale yet weird, just too weird! Faith tried to dismiss the thoughts from her mind, but she couldn't. There was more, much more bothering her.

She had too many ' gaps' in her memory. Like the parentals. She knew her parents, ok, but she didn't. Ok, that's really clear, Faith. But they didn't feel right, like they were strangers playing a role, or something. That's why she'd had to bolt the Casa Lehane when she did. It just felt wrong.

Then there were the dreams. The weird dreams she kept having. Of running through fields, and being on the hunt and killing. God, the blood, all the fucking blood. But I was loving it, rolling in it what the hell was THAT about?

And today, at the library? That nerdy red-headed girl. What was her name again? Wilma? No, it was some kind of plant nameWisteria? God, no Willow yeah, that's it. What was going on there, anyway? I got this strange feeling I knew her. But that's just insane, you know? Never met her before in my fucking life. But shit howdy, soon as I nearly ran her over in the hallway, it was like I did know her. Why'd I feel all protective about her? What, I'm her mommy now, or  shit, but I mean, I walked her home, and god if I didn't get all tingly. Why? Ok, way too many why's goin' on 'round here. Something's way wrong  maybe Oz can clue me in. God, I hope so.

Faith stopped, and did a double take. In front of her was probably the grungiest looking bungalow she'd ever seen. When was the last time the painted this place? When Elvis kicked it? The yard was overgrown and full of things she didn't want to know the name of. And it was tiny. Shit, hardly fit two people if one sleeps on the roof. Great, just great. I was hopin' for somethin' a little bit better than the motel hells I've been living in not gonna find it here. She sighed, and walked up the path to the door.

She reached out to knock on the door, when it flew open before she touched it. Standing in the doorway was a youngish woman, kinda short, about her age, may a year or two older, wearing what charitably could be called Goth clothing. Hmmm Black, the new black. Her hair was black with red streaks or visa versa, she couldn't quite tell. She stood staring at Faith for a few moments, not saying anything.

" Hey, " Faith said, trying to break the ice. Iceberg, maybe. Who is this chick?

" Hey, " came the response and nothing more.

Seconds pass, and Faith was getting more and more uncomfortable. The girl just kept staring at her, not saying anything. What the fuck is going on?

" Hey, I'm lookin' for Oz er Daniel Osborne. He's my couz. This is the address he gave me" Faith shows the mute woman the paper.

" Oz, right. Yeah, well  he's not here," The woman said, not making any movement. Just standing there, staring at Faith.

" He told me to meet him here er uhhh Ms?"

" Veruca. Oz's squeeze. " Veruca answered, rather reluctantly, " So he told you to come here? Why?"

" Kinda needing a place to crash for a few days"

" Uh-huh, " Veruca says, giving Faith the once over, " Yeah, I'm remembering now Oz sayin' somethin' about his couz comin' over. Didn't mention you'd be stayin', " Veruca steps back, opening the door wider. " Guess you better come in."

Faith walked into the living room, and her heart sank. Looks like the stuff the Goodwill threw away, noting the rather shabby furnishings. The walls were bare except for the occasional poster of some rock band, and the windows  well, they hadn't seen curtains in like decades. The one bright spot seemed to be a fully assembled drum set, sitting in a corner. It looked in good shape, nearly new. What's that here for? Oz plays lead guitar

" So, ummm can I get you anything? Tea, soda, water?"

Faith had forgotten about Veruca for a moment, and was startled by her question. Turning, she sees Veruca is standing almost right on top of her, and it unnerves her a little. What's more unnerving is she sees something flash quickly through her eyes something definitely not human.

" No, thanks I'm I'm good, " Faith said, feeling very uncomfortable. Veruca grinned a very wolfish grin.

" 'k then, how bout the grand tour then?"

" Sure, " Faith smiles politely, not wanting to piss off this strange woman.

" Ok well" Veruca points to a door, " That's the bedroom mine and Oz's bedroom" she tone underscores the fact, " that's the bathroom" she points to another door. She turns to Faith, " You don't like take baths, do you?"

" I bathe!" Faith says, offended.

" I mean, like, you don't need a tub cuz we don't have one."

" Oh. No, shower's fine" Faith says.

" Good." Veruca points over her shoulder. " That's the kitchen. That concludes our tour." She walks over to the couch and plumps one of the cushions. " Guess we can put you here for now"

" Look, I get it. This is kind of a mistake. I'll just find somewhere else to crash"

" No, no! Waitlook, I'm sorry about before, ok?" Veruca seems genuinely apologetic, " I well, Oz being in the band and all gets lots of groupies. I mean well, some of these little chickies show up at the door, kinda trying to horn in I thought you were"

" Ozme groupie? Ewwww!" Faith makes a face, and Veruca laughs." That's gross." Faith smiles at Veruca, who returns the smile, " So how do you deal with it?"

" Usually I bite their heads off and throw the body under the house" Again, Veruca flashes a wolfish grin.

Faith stands looking at her like a Martian.

" Kidding, " Veruca laughs, giving her a friendly little punch on the arm," Just kidding. I usually kick their bony asses out of the yard, is all."

Faith smiled, still feeling a little uneasy. Despite the fact that the girl was rather petite, she could imagine her ripping into someone  and she doesn't mean with words. She actually could sense she would rip them apart. Ok, major wiggins time. She's just a girl right? Ok, if I keep this paranoid thing up, I'm gonna need a custom fit straight jacket soon. She looked around the room again, and her eyes rest on the drum set.

" Hey, I'm gonna get a soda sure you don't want one?" Veruca says, making for the kitchen. Faith wandered back over to the drums, running her finger over one cymbals.

" No, I'm good, thanks," Faith said a little distractedly. She's fascinated by the drums, though she's never played them. " It's funny Oz never told me he had a girlfriend"

" Really? Well, I gotta remember to kick that boy's ass next time I see him" she paused, as if a new thought hit her. " Oh, shit. I forgot I'm supposed to go over and help him set up this evening what time is it?"

Faith looks at her watch. " It's almost 6" She says.

" Shit. I gotta be at the bronze by 7 Hey, I got an idea wanna come with? You can see Oz in action, doing the guitar thing. Sure they can use another hand"

" Yeah, sure that'd be great. I need to talk to Oz anyway, get some stuff straight with him. but, ummm" Faith is still feeling a little grody from her little woodsy adventure, " think I could like, use the shower? Kinda feeling "

" Yeah, sure babe, no prob. You know where it's at. Just don't take forever, 'k? We gotta motor by 6:30"

" Sure, just a quickie," Faith said, heading for the bathroom.

" Yeah, that's what Oz says when he gets horny, too, ya know? " Just a quickie". Never turns out that way he's got a lot of stamina well, for a guy, anyway." Veruca laughed.

Faith laughs a little uneasily. God, do you talk about your fuck sessions all the time? She reaches the bathroom and closes the door behind her.

Veruca, seeing Faith safely ensconced in the bathroom, makes a beeline for the bedroom. She closes the door behind her, and sits on the bed. She picks up the phone and dials a number.

Maggie Walsh was in her lab, going over some test results on some genetic experiments she's been running. Her cell goes off, startling her. She looks at the display, and for a moment considers silencing it. What the hell does she want? But, remembering that her new subject is due in at Sunnydale, she thinks it might be important, so she answers it.

" Hello, Veruca. Didn't I tell you not to use this number except for emergencies?"

" Yeah, yeah, yeah, I know , Doc. I'm sorry, you weren't at your other phone, and I thought you'd like to know your latest mutant freak showed up, all safe and sound."

" Faith? She's there, with you?" Dr. Walsh was fascinated. She hadn't expected Faith to meet Veruca so soon.

" Oh yeah. She's in the shower, getting all squeaky clean, " Veruca chuckled, " that's why I'm calling . So she can't hear me talkin' to you."

" Ahhh, smart. So she's not aware then that you're a hybrid, too? Or that she's one, for that matter."

" What? Hell no, I'm not a moron like Xander. I know how to play 'em. God!" Veruca sounded offended.

" Calm down, Veruca. I just have to make sure she's unaware of what she is, or what you are. It could ruin everything if she's made aware too soon."

"Well, give me some credit for having a brain, Doc. All she knows is that I'm Oz's girlfriend. Which reminds me, I'm taking her down to the Bronze tonight to see Oz play. Get her familiar with the place, get her trusting me and all."

" The Bronze? That nightclub where the kids hang out?"

" Yeah, that's the one," Veruca confirms. "What about it?"

" It just works out perfectly, because I really need you to keep an eye on her and Oz tonight. Don't let them talk too much they might start putting 2 and 2 together. And, if by chance, Ms. Willow Rosenberg shows up, I want you to somehow engineer Faith meeting with her."

"What am I? Ms. Lonelyhearts now?" Veruca made a face.

" Look, if you're tired of doing this, I can always bring you back in and wipe your memory you can start clean"

" Uhhh no, I'm just kiddin' with you, Dr. Walsh. Don't have a cow. It'll be cool." Veruca felt her stomach turn over. She's seen the results of those ' memory wipes' . She doesn't want ANYTHING like that happening to her.

" Good then. Now, don't try to force them together, or anything ham handed like that. Just guide her into Willow's direction, and let her find her own way. Got it?"

" Got it, Doc. No sweat. It'll be a breeze."

" Good, now keep an eye on her, don't let her get too chummy with anyone but Willow. I don't want this going wrong. Too much is at stake."

" Don't worry, it's in the bag." Veruca hangs up.

Dr. Walsh stares at her phone for a second. Veruca might be getting a little too cocky to be of use too much longer. She could be a liability. I'll have to have Mr. Giles keep an eye on her.

Veruca for her part went over to her vanity mirror, and started fixing her makeup. That bitch is so uptight. God, she needs a fuck, badly. Well no worries. Kinda liking the new assignment. She looks like a little hottie. Bet she's somethin' in the sack. Too bad she's one of the cats. Wolves and cats just don't mix. Now Ozthat's a wolf. Whoo hoo lookin' forward to some play later. Too bad he's not aware of what he is. We could cut up real good if he wasn't so spaced all the time. Ah well

Veruca starts to sing a little tune as she applies fresh makeup.

In touch with the ground  
Im on the hunt Im after you  
Smell like I sound, Im lost in a crowd  
And Im hungry like the wolf  
Straddle the line, in discord and rhyme  
Im on the hunt Im after you  
Mouth is alive with juices like wine  
And Im hungry like the wolf

The Bronze was already starting to get that " packed like a sardine can" look as they finished setting up for the band. Faith had pitched in as soon as they arrived, but Veruca had taken a powder. Couldn't be found. Weird chick, Faith thought, and maybe just a little lazy? Anyway, it was all done . Now it was just a matter of getting the band on stage to play.

Veruca was taking care of her own business, while the others were setting up.

She and Xander were laying, semi- naked, in an alley out back of the Bronze. They were post coital, Xander looking happy, Veruca only slightly not bored.

" Ok, big boy, you've had your fun. Now, down to business," Veruca gets up, straightening her clothing.

" Aw, come on , mutant. Once more for the Xan-Man" Xander urges.

" Uh, uh. There's a reason I'm here tonight, and she's inside. Dr. Walsh's newest mutant's arrived on the scene, and I've gotta baby sit her. But you should know who it is , just in case I need help with her."

"Oh, I know who it is . its that hot little brunette that showed up in town today." Xander grins evilly, " Wouldn't mind a little of that action"

" Put it back in your pants, boy. She's a new breeder. Strictly off limits to you. She's special, so don't be fucking around with her! Got it?"

" Since when are you giving me orders, mutie? " Xander grabs her hair, " I ought just cut your throat right here"

" Don't even think about it, boy!" Veruca turns on him, and with a steel like grip, gets Xander by the throat." You try anything on me, and just watch out for the next moon which is tonight, by the way. I'll come for you, and rip out your throatalong with other things." Her other hand goes a lot lower on Xander's body.

Xander feels a thrill of fear, but laughs to cover it. " Don't get your tail in a twist, mutie. No sweat, I got it. Don't touch the new 'girl'. But tell me, who's she supposed to breed with? There aren't any other breeder males"

"She breeds with the red-head Willow."

" Ummdidn't Dr. Walsh take sex 101? Something's missing in that equation. Something really necessary."

" Don't start trying to think now, Xander. It'll just fry that nerve cluster you call a brain. Trust me, Dr. Walsh took care of the problem in her genetic design. When it's needed, all the necessary equipment will be there." She catches Xander's look. " ALL of it!" She gets up, straightening her clothing. " Now, get up and get dressed. We need you inside to keep an eye on the primary breeding pair, plus Willow. Try your best to keep her from leaving until I can get Faith primed for her."

" And if she does leave?"

" Then she leaves. But you can explain to Dr. Walsh why she left early I'm sure she'll be understanding."

Veruca turns to leave, makes it to the door, then turns back, " don't fuck it up." She enters the rear door.

Xander gives her a murderous look, but he dresses quickly

Tucked away in a corner, in one of the private booths, Willow and Buffy are waiting for the band to begin. Willow was half reclined on one of the little sofas, while Buffy sat across from her. Buffy looked worried.

" Will, you sure this is a good idea? You're still looking kinda well, don't get all mad, but kinda ghastly."

" God, Buffy, are you trying to be my mommy now?" Willow made a face, and sat up, wincing a little. " I'm not dying, for God's sake, I've just got a tummy ache. No big." She sees Buffy's expression. " I'm fine!" She looks over Buffy's shoulder, and a grin break out over her face. " and speaking of fine"

Buffy turns around and sees Angel walking up, looking so fine in his Italian cut sports coat over the white T-shirt and black jeans. Mmm yummy she thought as she watched the well built , dark and broody Angel approach.

" Hey, Buffy, Will. What's up? How come you're here? Trouble?"

Willow discreetly giggled behind her hand as Buffy sighed and rolled her eyes.

"What is it with you, Angel? Whenever you see me at the Bronze, first thing out of your mouth is either " Is there something wrong" or " you're in grave danger". It really, really puts the kibosh on , well, you know, romance. I mean, what's our life , IF we have one, gonna be like? I see you every three months or so, and you say like, " hi, honey, I'm home. You're in grave danger, gotta go now." " Buffy made a frustrated sound.

Angel, looking confused and a little lost, stands there quietly. God, now he looks like a whipped puppy, Buffy thinks, her anger dissipating and her heart melting. She reaches out and grabs Angel by the sleeve, pulling him closer.

" C'mere, ya big goof" She said softly, giving him a kiss. " Now sit down and be a good boy, ok? Me and Will just wanted a night out, thought we'd come over to the Bronze and check out Oz's band. You know, do the support the fellow SunnyD high guy, and all that stuff? Right, Will?"

" Oh yeah," Willow says cheerily. She raises her hand, waves it and yells out " GO DINGOES!" after which she promptly turns 5 shades of red when she realized the band hasn't started playing yet, and they all look over at her. " You're supposed to stop me from doing that." She stage whispers to Buffy.

" I love it when you do that, Will, " Buffy says, laughing.

Angel was looking intently at Willow. Willow began to feel even more uncomfortable.

"What? What? Do I have like drool coming outta my mouth?" She checked the corner of her mouth.

" No, just I heard you've been sick. You're looking a little peaked"

" Cripes, what? Was it in like The Sunnydale Times ? Was it in on the TV or something . Sheesh, I swear it's like everybody knows I've got a tummy ache. TUMMY ACHE! Ok? Not a big deal!"

" Sorry, sorry, " Angel apologizes. He's beginning to wonder why he came over here tonight. Oh yeah, Buffy kisses, that's right! " Just worried about you, is all."

" Uh-huh. and it didn't have anything to do with a certain sandy blonde demon fighter who will remain nameless but happens to be sitting next to you holding your hand under the table- you think I don't know?- telling you in her mother- hen fashion all about it?" Willow would go on but she's out of breath.

" Willow, you're looking a little pale, " Angel insists.

" That's good, coming from you, Angel" Willow gives him a look.

" Will, I think you should really see a doctor. You've been sick on pizza before, sure, but it's never lasted this long before. I'm"

Willow's had enough.

" Look , for the last time. It's a tummy ache. Not a big, ok? Get over it! Geeze, I should know better than to eat Frantone's, but it's so darn yummy, sometimes I just can't resist it, ok? So , get over it! Not dying, not dying, not dying. Is that clear?" Willow's face has flushed.

" Ok, ok, Will, I'm sorry!" Buffy says, apologetic but beginning to feel irritated also. " I guess I shouldn't care so much!"

Immediately Willow is sorry for having blown up at her best friend. " Buffy, I'm sorry too, just everybody is all over me about a silly tummy ache." She stands up, " I'm going to the ladies" She sees the look, and frowns, " I gotta pee ok?" She turns and walks away.

Willow heads quickly for the bathroom, feeling a major hurl coming on. She's beginning to get scared, really scared. But she doesn't  can't let her friends know. She can't talk about it with anyone. It's just too scary, and it'll be too real if she does.

Buffy and Angel are left alone at the table, staring at the dwindling back of Willow.

"What's her deal?" Angel asks.

" I'm worried about her, " Buffy says, " I know she says it's just a tummy ache, but she's been sick I mean go and ralf it up sick all day. She can't seem to keep anything down."

" I've never seen her get so upset before " Angel shakes his head.

" That's so not Willow-like. She's usually all sweet and calm. But ever since last night"

" This started last night?" Angel asks.

" Uh-huh. We kinda ok, I ditched patrolling and we had a girls night. But she got sick, and then" She catches Angel's look, "what?"

Angel shakes his head. " Nothing, it's nothing."

" No, it's not nothing. You've got 'something' face!" Buffy insists. "What is it?"

" I saw Mr. Giles before coming here tonight, and he was talking about some disturbance in the woods over on the West side by where Willow lives?  last night"

Buffy sighs. " So that's why you came over 'imminent danger, honey'" Buffy sighs. " Do you think it might be connected in some way?"

" I don't know. But maybe we should check it out?"

" Yeah, I guess, " Buffy reluctantly agrees, " Well, there goes dancing for tonight"

" Buffy, it might be important"

" I know, I know but just once I'd kinda like to be normal girl and have a boyfriend that comes to see me, and not like recruit me on a mission"

" Buffy, you know you're the most important thing in my life."

" Yeah, maybe," Buffy says, looking up at him with a " kiss me" face," But a girl doesn't mind be reminded of that  oh , say like every other minute."

" Really?" Angel smiles, and leans over and kisses Buffy softly. " Like that?"

" No," Buffy says, putting her arms around his neck, and pulling him in for a long slow wet kiss. When the break, she continues, " like that"

" Ahhh, " Angel says, just before he kisses her again.

From across the club a pair of intense eyes keeps tabs on the two lovebirds. Xander Harris looks grim.

He was here on Initiative business, to keep tabs on the hybrids, but that didn't lessen the jealousy he felt towards that freak, Angel. Buffy should be his, like Cordelia. That was what he believed anyway. First time he saw the petite hybrid with the hot little body and intense hazel eyes, he wanted her. Wanted her badly. But he was under strict orders from the Initiative's top brass not to touch her or interact with her in any way except as a 'friend'.

He really hated this gig. Xander was a top operative in a special black-ops branch of the CIA. He was ' on loan' to the Initiative until further notice. His specialty was interrogation. He loved interrogating people. Using his wits to find new and interesting ways to get information out of terrorist suspects and like scum. But now he was here, in this hick town that wouldn't know a decent club if it bit it on its ass, playing babysitter for a bunch of freaks. He felt wasted. Worse, he felt humiliated.

Ok, so there were those people that died under questioning. I mean, what's the big? They were scum, anyway. They deserved to die. Crap, that got me in hot water with the mucky-mucks, and now I'm here  in Siberia, playing nursemaid to a bunch of losers. God!

For now, he'd play good little soldier. But he had ambitions. He wanted to start his own special branch. After this gig. He was thinking of taking Cordy along with him after all, she was hot looking, and good in bed and maybe that cute little Buffy, too. He could see them attending to all his needs as he ran his own special ops. Oh yeah, it'll be sweet if I can just get through this gig

His thoughts were interrupted when he spotted a certain brunette cheerleader and her friends. A creepy grin broke over his face as he watched her make her way to her usual table in the back. Already stimulated by watching the Buffy/ Angel action, he drooled a little over what he would do to that little hot body tonight. Tonight that bitch learns a whole new meaning to discipline. He breaks away from his shadows and begins to follow her.

Cordelia Chase was in her court. Dressed in a leather skirt and tank top, wearing a leather coat, she looked like she stepped out of a fashion magazine. She was going to rule the Bronze tonight, and had her coterie of sycophants along to bolster her ego.

Almost as soon as she entered the club, however, she spotted Xander lurking in the shadows, and her tummy tied up in knots. She observed him watching over Buffy, and felt a pang of jealousy. God, I know he wants her hell, he wants anything in a skirt that isn't dead or hagged out. Her mind however went back to her little 'punishment' session that afternoon, and decided she was going to do everything she could to stay the hell out of his way. She still was hurting from this afternoon she didn't need anymore 'lessons'. As quickly as she could, hoping she'd escape his detection, she made her way out of sight.

An hour later, the Dingoes finally finished up a seven song set, taking a 10 minute break before the next one.

All the time they were watching Oz perform, Faith couldn't get over the feeling that Veruca was taking more than a casual interest in her. A lot of times she'd glance over to see Veruca watching her instead of the band playing. She was beginning to get a little creeped out over it. God, I wish she'd stop looking at me. What the hell is her deal, anyway? I mean, what? Is my tit hanging out or somethin? She's giving me a major wig here!

Before she can say anything however, Oz walks up. He leans over and gives Veruca a kiss, and then does a high five with Faith.

" Hey, couz, really rockin' it tonight, " Faith says, smiling.

" Hey, couz. See you met Veruca," Oz smiles again, and gives Veruca another kiss.

" Oh yeah, we're old buds now, aint that so, Faith?" Veruca says, grinning.

" Yeah, buds" Faith nods, still not being able to shake the weirds off. She quickly changes the subject. " Oz-man, really I need to get some talk time in with you. I got some important stuff we gotta discuss"

Veruca watched the two carefully, ready to divert the conversation if they began to talk seriously.

" Ok, but not right now, Faith. I really gotta take a leak, like bad, and I've only got 7 minutes to get back onstage before the next set starts."

" Ok, but promise. Tonight, after, we're gonna talk . It's really important that we talk!" Faith underlines the last bit with her tone.

" Don't sweat it, Faye. I promise, after the gig, we'll sit down and have a nice long talk, ok?" Oz says with his usual unexpressive cool. Nevertheless notes his cousin's almost pleading desperation. Wonder what has her so wigged?" Now, I really got to go, or it's gonna get really messy here fast." Oz leaves the table, making his way towards the men's room.

Faith watches him go, feeling a little upset. Things are just getting weirder around here, and she really needs Oz's advice on a few things. She turns back to the table , and notices Veruca again seeming to devour her in her gaze. She's had enough.

" Ok, what?" Faith almost growled it out.

" Huh?" Veruca feigned ignorance.

" C'mon, you've been checking me out all night. What's the deal? Am I drooling or somethin, and you're too polite to tell me? What's your deal?"

" No deal, Faith, " Veruca said, " just you seemed upset all night, wonderin' if you're ok?"

" Yeah, I'm ok, " Faith says, feeling more than a little suspicious, " just need to talk to Oz about some stuff"

" I know look Faith, I know we kinda started rough. I was being hostile with you, and I'm really sorry," Veruca reaches out her hand, and covers Faith's hand with her own. " I just wanted you to know I really like you, and I think we've got a lot in common"

" Uh-huh, " Faith says, giving her the once over. She notes Veruca's heavy makeup, punked out hair, and black on black clothing and isn't buying that one for a minute.

" Really, Faith, I think we've got a lot more in common than you think," Veruca says, obliquely, " a lot more than you know."

"What're you talking about?" Faith is both repelled and fascinated by this woman. She feels like the bird being charmed by the snake before it strikes.

Veruca leans in, squeezing Faith's hand in hers gently. She grins her wolfish grin.

" Not yet, babe. Don't think your quite ready just yet. But soon. If you run up against something you don't get, just come to me I'll straighten you out real fast."

Faith is almost squirming in her chair. Yet she can't quite break away. This woman is saying stuff that is raising the hair on the back of her neck, and she's curious. But her sense of self preservation kicks in, and she decides she needs to be elsewhere, now.

" Ummm thanks," Faith says, standing up, breaking the spell. " Look, I'm kinda thirsty, going to get a drink. Be back later, 'K?" Before Veruca can even answer, she's gone.

Veruca just sits back in her chair and smiles.

Faith made a beeline for the bar, almost running into a red-haired girl sitting alone. She looks down and almost instantly recognizes her. Hey, isn't she that girl I walked home from school earlier? What's she doing here? and alone? Faith shrugs to herself, probably just waiting for her honey or her friends. Oh well she continues towards the bar.

Almost too coincidentally, Angel and Buffy walk up to Willow's table just as Faith passes by. They both look worried.

" Hey, Will. Where've you been? We've been looking all over for you!" Buffy cried out seeing her friend sitting alone.

"We got worried when you didn't come back to the table, " Angel added.

" Hey guys. Sorry, but I just thought that it'd be better if I stayed away for awhile. I really felt bad, getting all pissy on you and all and really, I just didn't need anymore questions about how I was feeling. So, I came here and sat down"

" Aw, Will. I didn't mean to drive you away. I was just worried about you. You're my bestest friend in the world, and I worry about you. That's what best friends do, you know? I'm sorry if I made you upset. Really!"

" Buffy! I'm sorry too, " Willow exclaimed," I  look, I'll admit I'm getting a little worried too. Ok, and a little scared. That's why I got all upset earlier." She looks into her friends worried faces. " I really don't think it's anything serious. I probably just caught a bug or something. But I promise, if it isn't better by tomorrow afternoon, I'll talk to my parents about going to the doctor ok?"

" 'K " Buffy took the compromise, knowing thats the best she'd get. " Promise?"

Willow held up her little finger. " Pinkie swear!" Buffy grabbed Willow's finger with hers, and they pull . And laugh.

" Hug?" Buffy asked.

" You better!" Willow said, and they do.

" C'mon guys, sit down. We can enjoy the next set right here. Lots of room. " She waved to indicate the empty chairs.

" Actually, Willow we can't" Buffy looked pained.

" How come?"

" Mr. Giles came by while you were gone," Angel says, " seems there's some disturbance going on up in the west woods he wants us to check out So Buffy and I have to go patrol."

" Really?" Willow said, a little crushed, " now?"

" 'fraid so, Will, " Buffy says. She saw Willow's hurt expression. " I guess we could wait awhile" She looks at Angel.

" We could stay if you want us to?" Angel said, " I mean, if you're feeling"

" No. no you guys go. I know, it's business. It's ok" Willow was pouting, just a little. " but if you find anything, I want all the juicy details. Promise?"

" You betcha, Will" Buffy promised. " You sure you're gonna be ok?"

" Yes, yes, mother Buffy, I'm gonna be fine!" Willow smiled.

" Ok, just don't overdo, ok?"

Willow doesn't even dignify that with an answer.

" Bye, guys, seeya later!"

Buffy and Angel departed.

Once they were gone, Willow's face fell. Well, this sucks!

A can of Seven-up and a glass magically( or so it seemed to her) appeared in front of her. She cocked her head, puzzled.

" Heya, Red, remember me?" a throaty voice came from behind her, startling her. She looked back into the smiling face of the brunette she met briefly at school.

" Oh, yeah you're  ummm uhhh" Willow blushed. The girl's name escaped her.

" Faith. I'm Faith" Faith came around her, putting out her hand.

" Right, Faith. " Willow took her hand. " My names Willow, remember? I'm not Red."

" Oh yeah, I remember. But you got such great red hair, and the greens eyes that just sparkle" Faith winked at her.

Willow's blush deepened, and she hadn't a clue why. But she knew all of a sudden she's feeling all tingly and her tummy for the first time wasn't feeling like it was going to heave.

" Hey, " Willow said softly and shyly.

" Hey. So, ummm can I sit down? Are you expecting someone?" Faith asked, looking around.

" Noooo." Willow said, then quickly amended," I mean , yes, sit down . No, I'm not expecting anyone." Willow was staring at the can of 7-up, because she's a little afraid she'd otherwise be staring at the gorgeous brunette that was sitting down across from her. She felt her heart start to beat faster in her chest, and her body was getting all warm and very tingly.

" Cool beans," Faith said, smiling, sitting down across from the redhead. " So, how're you doing? you were lookin' pretty rocky earlier today."

" God, I'm fine!" Willow almost exploded. Then is mortified. Oh god, I'm already yelling at her. Shoot!

" Ok, ok, Red, I'm sorry, " Faith laughed, passing it off, " I guess that was just the last straw, huh?"

" I'm sorry, it's just everybody has been at me all day with that" Willow explains. " I guess I'm just too tired of hearing it!"

" It's ok, Red, I get it, " Faith said, reaching out and patting her hand then almost recoiling at the electric spark that goes through her. Willow feels the same thing, and her blush deepens.

The conversation lagged, and they sat there listening to the band for awhile. Both were sort of afraid to look at each other, because both were feeling an intense attraction to each other. And were totally wigged by it.

" Cool band" Willow said, trying to break the tension.

" Yeah I like 'em. My cousin's the lead guitarist" Faith said, looking over at Willow.

"Really? The lead guitarist? You're Oz's cousin, then?"

" You know Oz?" Faith said, incredulous, " Really?"

" Oh, yeah, we're old buds. Been hanging since, oh grade school, I think."

" Cool" Faith replies. Funny, Oz never mentioned her to me!

The conversation died again, and they both watched the band. Somehow, someway their legs touched, and both were instantly hyperaware of the touch. They looked up simultaneously, and their gaze seemed to lock.

For awhile, they just gazed deeply into each others eyes, not saying anything, not having to. Faith felt as if she were swimming in the warm waters of a tropical lagoon, and Willow felt the dark deep pools of Faith's eyes surround her and capture her. Both girls breathing became heavier, more ragged as they sank deeper into the spell. Willow felt a twinge down between her legs, followed by a tell-tale dampness. God, I'm getting hornier by the second. She thought to herself, and yet couldn't do a damned thing about it. And didn't want to, really. Faith for her part also felt a twinge, but then something strange happened. Something that should only happen to a boy. She felt herself  hardening. What the fuck? In one of the rare times in her life, she blushed deeply. How the fuck do I explain this? Not understanding this new sensation.

Faith, panicking a little, stood up suddenly, " I think I gotta" but she realized she stood up a little too quickly. She hit the table, which rocked and knocked over Willow's can of soda, right on to her tank dress. It was a light colored dress, and thin material. With the moisture, all of a sudden Willow's body became very visible through it.

" Oh, shit! I'm so fucking sorry!" Faith said, grabbing a napkin off the table, tried to mop up the moisture off Willow's dress. It just spread it. Willow and Faith both blushed furiously.

" This is so not good!" Willow exclaims, looking down. She realizes that her panties, already damp, with the added moisture of the soda, are also almost invisible, and Faith can see her she quickly closes her legs." We gotta get to a bathroom, pronto!"

" Right, right, " Faith agreed mindlessly. She caught a glimpse of Willow's mound, now her mind is on that. Never mind what's happening to her which was painful, and she could only hope, not painfully obvious. She looked around, but the place was packed. " How're we gonna get through this crowd without someone noticing?"

Willow, being rather a modest girl, was near panic. " I dunno, this is soso"

" Waitgot it. Just stand behind me, I'll lead the way be your shield."

Willow hesitated. Right now the last thing she wanted to do( or, maybe, was just scared to do) was stand up close to Faith. Her mind and body already felt woozy being around her. Pressing up against her? Not the best idea, she thought. But she also didn't see any other options.

" Ok, ummm come over here and stand in front of me, and I'll get up and we'll squeeze towards a bathroom"

Faith stands in front of her, and Willow rises, so close to Faith that Faith can feel her slither up her back. Oh god, this is so unfortunately, that causes another reaction in her, and she feels herself getting painfully tight in her pants. Shit! What the hell is happening to me, and why now? How do guys manage to hide this? As casually as possible, Faith let her hands drop in front of her .

Slowly, they made their way to the restrooms. The heat and press of bodies didn't make their situation easier. Faith especially was in a double bind, because along with feeling Willow's body pressed close to hers ( and almost squirming against hers, she was pressed so close as they moved), but every so often someone would bump Willowright into Faith. Never mind Willow's breathing was becoming heavier and heavier. Faith, despite herself, felt ready to pop.

And just before they made it, they ran into Xander. And Cordelia. Xander had Cordelia in what looked( and felt like, to Cordy) a vise like grip. He was leading her towards the exit.

" Sorry didn't mean to run into you!" Faith said, feeling weirder by the second. Oh, great. Just what I need. This creep and his cheerleader.

" Watch it oh hey no problem, " Xander, seeing who it was , and who she's with, smirked. " No big." He grabs Cordelia, who as she disappears into the crowd, mouths back to the other women " Help me, Please!".

Faith and Willow, wrapped in their own plight, didn't see it. They kept doing a crab movement toward the ladies.

Faith, for the first time in her life, felt a little weird going into the ladies room.

" Ok, we're here go ahead and I'll wait for you here." Faith said.

" Uh no" Willow says, grabbing her sleeve and pulling her into the bathroom." We need to talk."

Inside, Faith grabbed some paper towels from the dispenser, and knelt(hopefully, helping to hide the all too obvious), and started to carefully pat down Willow's dress, absorbing the stain the best she could. Still, it was a big mess, and looked beyond hope.

" I'm such a moron!" Faith cried out, looking at Willow's dress( and trying not to look at Willow through it). " I ruined your dress I'll pay for it!"

" Don't be silly. It's cotton. It'll wash out. Just, I think we're stuck her for awhile, until it dries out"

" I really didn't mean for that to happen, honest, Red"

" I know, " Willow says softly, " but in a way, I'm almost glad it did."

" Huh?"

" Well, I kinda have to ask you something, and I was rather embarrassed to ask you out there with all the people around. At least in here we're alone"

" Not really, Red. This is a public restroom someone could come in at any moment" Faith was beginning to feel a little panicky again. What's she got in mind and oh, crap if she finds out what's

" Not now it isn't" Willow giggled, and locked the door. " no one's comin' in here."

"Until the manager breaks down the door"

" Not going to happen," Willow assured her. Then suddenly, her bravado deserted her. She was locked alone in this room with the one woman who is seriously making her horny. What the heck am I doing?

" Ok, we're here, what do you want to talk about?" Faith said, trying to play it casual, but not succeeding all that well.

" You know, " Willow played it coyly.

" I do?"

" I know you do! I  I know you felt it toodidn't you?" Willow starts to fluster," Oh, crap  don't you tell me you didn't feel it too I mean, was I the only oneoh I don't understand this one little bitty bit I'm not like gay I don't think I'm gayI mean, ok, everybody's got fantasies, right? And sure, I mean sometimes but I'm straight I thinkI like guys I do Oh shit oh dear, I don't know what's happening to me. Oh look, I'm sorry I didn't mean this is so confusing"

Faith walked over and puts her hands on Willow's shoulders. " Shhh calm down, it's ok. I felt it too."

"Really?" Willow looked at her, hopefully. She looked away quickly when she realized she could get lost in Faith's eyes again. " I'm not gay, you know. I  don't know how to explain it. But when you sat down, I got this oh, shoot, this feeling like it was supposed to be that way. That somehow we're supposed to be together. Oh, god, that sounds like a romance novel or something. God, this can't be happening. Not to Ira Rosenberg's little girl. I can't be gay, it I can't!"

" Red it's ok Willow? Look at me, ok?" Willow looks around at Faith. She looks down, afraid of her feelings. " Hey, hey, don't do that. Believe me, Willow, I'm in the same boat you are. I've never ever, EVER, felt like this about a girl before. Believe me, strictly beefcake diet here so, not getting why this vibe is happening, but it's happening. I know that.. and you know what?"

" What?" Willow's emotions are all over the place.

" It feels right, to me at least. It feels right being with you is that wrong to feel that way?"

" No yes!. no oh god, I don't know all I know is I want to be with you, god, I nearly"

" What?"

"No, can't say it, won't say it, " Willow moves away.

" What, Red? What did you nearly?"

" I nearly jumped over the table at you, I wanted to rip your clothing off and  oh damn me. I'm not only gay, I'm a gay slut!"

Faith blushed for the second time that evening. " Not only you. I wanted you so bad, it took everything I had not to throw you on the floor out there God, I've never felt like this before about ANYBODY!"

" We're hopeless!" Willow cried out, sitting on the floor, discouraged.

" Oh yeah" Faith agreed.

" All I know is for the first time since last night, I don't feel like barfing."

" Thanks, I think." Faith looked at Willow strangely.

" No, I mean, I've been sick really sick since last night. Can't hold nothing down. But soon as you sat down at the table tonight I started feeling better. I feel almost normal now well, except that I'm really horny."

Faith gulped. " Last night?"

" Yeah, that's when I got sick."

Faith looked at Willow, trying to size her up. Is this a scam, or something? But deep inside, she felt somehow she could trust her and she needed to trust somebody right then.

" If I tell you something, a secret. Promise you won't tell anyone?"

" Secret? Sure, I can keep a secret. I'm good at keeping secrets."

" Really, I need you're promise."

" I promise. I won't tell anyone."

" Ok, " Faith started to relate her tale of waking up this morning naked in the woods. How she couldn't remember how she got there and the last thing she remembered was going to bed, in a bed, the previous evening. How she woke up in the middle of nowhere, with scratches and bruising she couldn't explain. How she had to steal some clothes to make it back home.

"  but the weirdest thing? I've had this urge well, for the last month or so I've had this urge to be here. In Sunnydale I didn't know why but I'm thinking I'm beginning to"

Willow looked at her, trying to put it all together. But it didn't quite all fit.

" Something weirds definitely going on here, " was her final judgment.

" More than you know, " Faith mumbles to herself. But Willow catches it.

"What're you talking about?"

"Nothing, it's nothing"

" No way don't be telling me things are weirder than I think, and then shut up about it. What's going on?"

Faith starts to lose it. She's been wigged all day, and now , with this it's just too much, even for her.

" You don't wanna know, I'm some kinda freak. I  I gotta get outta here, " Faith jumped up, and ran for the door. Willow, sensing if she let her go now, she'd never see her again, puts everything on the line and beat her to the door, blocking it.

" No! Stay. Believe me, you can tell me anything anything don't you get it? I god help me, I think I'm in love with you, and I don't want to lose you please, trust me"

" You don't understand Hell, I don't understand it happened so suddenly tonight"

" Faith believe me whatever it is, I'll understand." Willow comes to her. " I will, Faith I promise."

Faith hesitated, but then decided to go for it. Shit, she'll find out sometime. At least this way she can't say I lied to her

" Willow, when you look at me, what do you see?" Faith asked.

"Huh?"

" When you look at me, what do you see?" Faith insists, but doesn't make it any clearer.

" Ok well, I see a sexy, gorgeous brunette  maybe dressing a little like a guy but hey"

Faith sighed. " What gender what do you see?"

" Well, god, silly, a woman of course!"

" Right. Female. Born that way. Been one all my fucking life. Girl, right?"

" Well, yeah."

" Something happened tonight you've gotta promise me, this goes no further than you and me got it?"

"Ok, sure" Willow said, beginning to feel a little queasy." You're starting to freak me out too, Faith. What's going on?"

" When we were at the table. Sitting across from each other. Staring into each other's eyes. Getting all turned on at least, I was"

" Me too," Willow blushed.

" Normally, when I get turned on, I kinda ok, I get sorta wet you know?"

Willow nods.

" That didn't happen this time. Something else happened. Something that's freaking me out like you can't believe"

" Faith, just tell me. I promise, again, I promise I won't freak on you."

" Ok, I'm gonna show you something. Something that  oh hell, I can't explain it, I'm just gonna show it to you"

Faith loosens her belt, then opens her jeans. She unzips them, letting them drop to her knees . She stands there, facing Willow.

Willow, for her part, went wide eyed. She looked up at Faith, then back down to her crotch then back up. She cocked her head sideways. For all of that, she didn't get weird, or seem revolted. She just looked awed.

" Uhhh is that what I think it's?" She finally asked, cocking her head the other way.

" Uh-huh, " Faith says in a very small voice.

" Wow," Willow says quietly, " never seen one of those before I mean, live. I've seen pictures but this is the real thing"

Faith stood exposed, turning redder by the minute. She put her hands down to try to hide herself.

" No, don't" Willow says, cocking her head the other way. " I mean, what does it feel like?"

" It feels fucking weird!" Faith almost yells it out." I'm a fucking freak!"

"No I mean, ok, it's not what I expected but no" Willow gets a little closer. " I think it's kinda sexy"

Faith just stands there, mute and mortified.

" And this happened tonight? With me?"

Faith nods.

" I did that to you?" Willow is starting to smile.

" Uh yeah?" Faith says in a very low voice, " I never had it before I met you"

" Wow!" Willow says, coming closer. " Can I touch it?"

" Not unless you want a surprise!' Faith growls. " Ok, enough of this crap!" Faith reaches down to pull her pants back up. Willow however stops her.

" No don't, not yet." She moves closer, and before Faith can stop her, she gently touches her. Faith shivers. " Wow  it's  wow!"

" Ok, dammit, enough of this freak show. " Brusquely, she pushes Willow's hand away, and puts her pants back on.

Up til then Faith has been holding it together, even though she was freaking as soon as it happened back at the table. But she was able to tell herself it wasnt real, it wasn't happening. But showing Willow just made it all real, too real. Her walls crumble, and so do her knees. She falls on the floor, starting to cry.

" Hey, hey, hey," Willow said, coming to her, putting her arms around Faith. " It's ok, baby, really, I  love you, you're not a freak, baby. And if you are? So am I! Cuz, it just proves to me what I've been feeling. We're connected, somehow. We're supposed to be together. I know it. So, if you're a freak? Me too. "

" You're not a freak  you don't have a " Faith voice broke, " god it's just too icky!"

" Not icky, not icky!" Willow whispered in her ear, " God, I told you, I think it's sexy. I nearly came looking at you, you idiot!" She moves closer, rubbing herself on Faith. " I want you so bad right now, I'm  leaking I swear " She breathed hard in Faith's ear. She moved her hand around to cup Faith's breast.

" No not here, not now to  its not right, " Faith was incredibly turned on, but her stomach was doing flip flops. " I want it but not here, please baby"

" Then just" Willow turns Faith's face towards her own. Before Faith can refuse, she's kissing her. The kiss is hot, very hot, and very drawn out. When they part, both are panting.

" Don't, please , Red. It's hard enough not to want to " Faith trailed off

" and that would be bad why?" Willow asked, in her most seductive voice.

" Because it'd be wrong!"

"God! I swear, you sound just like Buffy"

" Who?"

" Blonde girl, I was with her at the library"

" Really? Didn't really notice her"

" That's a first. Usually, they notice Buffy first, then maybe me later"

"Well, then whoever that is, is fucking blind!"

Willow blushed prettily. She waves it off, " Anyway, if you want wrong, well her and her honey? Way wrong there."

" Huh?"

" Her boyfriend. He was at my table with Buffy just before you arrived."

" Oh, him? Yeah, I gotta glance. Seems ok."

" Figures you'd notice him!" Willow said , a little miffed. " Well, the blonde girl with was Buffy. And hey, wanna know something? He's not exactly Mr. Normal guy. Far from it. He's a vampire."

Faith looks at her, then burst out laughing.

" What's so funny!' Willow is starting to steam.

" There are no such things as vampires!"

" Oh, really? Well, do you got a compact with?"

" Yeah"

" Well, next time he shows up, look at the table through the mirror. I'm bettin you won't see him."

" You're shittin me, right? Trying to make me feel better?"

" No way. It's true. My best friend has the hots for the immortal undead."

Faith just shakes her head in disbelief.

" Then there's Oz and Veruca"

" What about Oz?"

" I dunno, but lately he's been acting kinda weird and when there's a full moon? He gets all antsy and nervy and really uncommunicative and then he and Veruca like disappear all night what's that about?"

" Maybe they're having sex?"

" They're not at home and that Veruca girl? Gives me the major creeps, know what I mean?"

" Oh, yeah," Faith agreed, thinking back on this evening.

" She's major evil. I just know it not liking Oz being with her. I'm thinking she's making him act crazy somehow."

" Know who makes my skin crawl?" Faith asked, looking at Willow.

" Who?"

" That Xander. I dunnosomething about him just makes me wanna puke oh, sorry."

"No, it's ok, tummy feelin' A-ok now, " Willow smiles, " But Xander? Naw, he's just a goofball. He thinks he's something, since he's dating Queen C, but he's got loser written all over him. Five years? He's working at the Double Meat Palace!"

" I dunnoI'm getting a serious nasty vibe off that boy. And I'm thinking he's not exactly Mr. wonderful with Cordelia, either I think he's like abusing her, or somethin'"

"Huh? No way! No one messes with Queen C."

" I think he is. I mean , I met her highness yesterday 'round lunch. She gave me the crap I guess she gives anyone whose daddy doesn't earn like a million a year. But the thing is? It was off like she wasnt sure of herself. And later, in the library? I noticed how they look at each other, and that isn't love. His looks are all about lust. And hers? Well, looks like fear to me."

" No way. Cordelia Chase is " Willow remembered something, from earlier before they came into the bathroom. " Did you notice how tightly Xander was gripping her arm? And  hey I just think I saw her mouth " Help me" before they disappeared into the crowd". She looks at Faith, suddenly worried. " You don't think?"

" Oh, I'm thinking. I'm thinking, big time. I'm thinking we better check it out"

With that, they both scramble to their feet, and unlocking the door, hurry out of the bathroom.

"Where would they go?" Faith looks around, trying to see the couple.

" I dunno somewhere private? Xander probably wouldn't want witnesses" Willow says.

Almost simultaneously, the pair look at the back door, then at each other. Without a word, they hurry to the door, and go through it.

" Please, please, Xander no more please" Cordelia Chase was crying, her body half naked and pushed up against a wall. Xander is in her face, his expression a combination of lust and anger. He reaches under her skirt and grabs at her sex, squeezing her clit violently. She screams out in pain.

"What's wrong, baby? Don't you like it? You know you do, you little bitch. You know you want it." He turned her around, pushing her face in the wall. In one swift move, he pulled off her leather skirt. Her panties follow, and she's standing bare bottomed to the world. He smirks at her tight bottom, and rears back his hand, slapping it hard. She moans, the pain starting to dull for her.

"What's wrong? Not hard enough?" He said, noticing her reaction. " Daddy can fix that!"

Being the perfect Boy Scout and operative, Xander came prepared. He pulled something out of his jacket, something that at first looks like a short club. He shook it out, and a number of lashes appear. It's a flail, lead tipped. He holds it up, and Cordelia, face sideways on the wall, sees the torture device. She cringes, and starts shaking in fear.

Exactly what Xander wanted. He loved the fear he inflicted even more than the pain.

" Cordy's been a bad girl. Telling things she shouldn't tell. Daddy's angry." Xander gloating, rears back his arm, " daddy's gonna have to punish you, so you don't do it again." He was about to strike her when a voice behind her stopped him.

" God, you're one sick bastard!"

Xander turned around, still holding Cordelia pinned to the wall. Standing in front of him is one angry looking Faith. Right behind her is Willow, looking shocked. His smirk becomes a frown.

" Get lost, you freaks. No one invited you to the party!"

" Cordy? Can me and Willow come and play too?"

Cordelia, hurt, bruised and bleeding, almost whispers, " Please, help me." Her voice is choked with tears.

" Shut UP, Cordelia, " Xander turned on her. He reared his arm back and it's stopped. Try as he might, he can't bring it forward. He looks back, and Faith has grabbed his arm, holding it tight.

Faith, for all her bravado, is scared out of her wits. She just instinctively grabbed his arm to stop him; she never figured it would actually work. She's more than a little stunned that it did.

" Well, this is original. Some big guy beats up on a woman. You idiots ever think of something new?" She growled at him, covering her own fear.

" I told you to butt out, you fucking mutie, " Xander growled back at her. " But I'm guessing you need a little lesson as to who's in charge around here." Letting go of Cordelia, he turns on Faith. He started to swing at punch at her face.

Faith didn't wait for it to hit. She fast as lightning brought her knee up into his crotch. Xander, already off balance, tried to grab his crotch with his free hand. He started to topple over, but Faith's free fist meets his face, and he tumbled over, groaning.

Willow, amazed at Faith taking on Xander, and even more amazed at her decking him, for a second failed to react. Then she's over by Cordelia, helping the injured woman away from the scene.

Faith, seeing her advantage, pressed it. She jumped on the downed Xander, and started whaling on his face, hitting over and over.

" You son of a bitch!" she screamed, hitting him(slam), " I'll teach you to beat up on women(slam). Fucking coward(slam), don't you ever touch her again!(slam) matter of fact, don't let me catch you touching any woman again( slam, slam, slam, slam)!"

" Faith, FAITH! Stop.. STOP! You'll kill him!" Willow, seeing Faith out of control, ran over and tried to pull Faith off of the now unconscious Xander. " Enough ENOUGH!" She kept struggling.

Faith, furious, punched him a few more times before she got herself under control and stopped. She sat on him, leaning on her arms, panting. She looks up at Willow, her eyes wary and scared. It was almost as if she were begging Willow to tell her what the hell was happening to her.

Willow, seeing Faith's fear, comes over and helps her up. They start toward where Cordelia, still weak, is leaning against a wall. Faith starts to shake violently.

" God, Willow, what's happening to me? I was so mad.. I wanted to kill that bastard. I wanted to rip him apart. I saw blood, and I wanted more. I'm going crazy Willow, I'm insane. Oh god, what's wrong with me?" Faith, her adrenaline pumping, her emotions all over the place, is near hysteria.

Willow, frightened by Faith's display of near savagery, still takes Faith in her arms, holding her, trying to soothe her.

" It's ok, baby, it's ok," she croons softly to the shaking woman, " shhh, it's over now. it's over" She holds her, caressing her, rubbing her back until Faith finally gets herself back under control. Faith, ashamed, broke away from Willow, afraid of her own bestiality. She stood stock still, looking around, as if she didn't know where she was, or who she was.

Willow, seeing her shut down, took charge.

" Faith, I need you don't go blank on me now. Help me get Cordelia back in the club!"

Faith, almost docile, follows Willow to where Cordelia is leaning against the wall. The three of them, Cordelia leaning heavily on the other two, left the alley and entered the club.

That wasn't the end to the strange things happening in Sunnydale. It was a night of weirdness in the little coastal town.

It must've been the moon.

After the show, the van packed, Oz and Veruca head back to Casa Oz. Unbeknownst to Oz, tonight was a special night. A very special night for him and Veruca. Veruca, for her part, was well aware of what tonight was, what it would bring. How Oz and she would play they're violent games tonight, even if he wasn't aware of what was going to happen. The thought brought a smile to her face, and she reached over and squeezed Oz's thigh.

Oz looked over at her and smiled, a lusty but innocent smile. Veruca smiled back at him, not at all innocent.

Too bad so sad, She thought to herself, knowing the pain that Oz would go through, not knowing. But I want my playmate, and I'm not gonna be denied!

Reaching home, they leave the van packed for their return gig tomorrow. Walking towards the door, Veruca was aware of the change starting. Oz, on the other hand, just felt a little funny. But he put it down to after show jitters. He unlocked the door, and entered his bungalow.

Veruca excused herself, making a beeline for the bathroom. No need to scare the poor boy watching me go through my changes. He just wouldn't get it!

Oz watched her go, and chuckled to himself. God ,she's always like thatgot a bladder like a walnut looking up, he sees a bag of trash lying in the kitchen. He shook his head not real good with the cleaning up, either he walked over and grabs it, heading for the back door to put it out. As he does, he notices the clouds part, and the full moon appear in the sky. He stood transfixed, looking at the moon. The bag of trash slips out of his hand, tumbling down over the steps and into the yard. But he isn't aware of it, or anything else. He just saw the moon.

A bolt of intense pain went through him, and he stumbled backwards, grabbing his middle. He fell on the floor, crying out in pain.

" Veruca! VERUCA! HELP ME!" He groans, then goes silent.

Veruca can't help him, or even hear him. She's going through her own changes. But unlike Oz, she knows what's coming down, and is loving it. The change hits her hard, almost orgasmic in it's intensity, and she revels in the pain and power she feels. As the change occurs, her body grows, til she's huge, almost nine feet tip to tail. Her tail alone is nearly a yard long, full and furry. Her fur is dark brown , but her head retains it's black and red coloring. Her eyes narrow and become red.

She stands on all fours, stretching her muscles, feeling her bestial nature take over. Lifting back her head, she howls, then bursts out of the bathroom, running through the house and out the back door. She doesn't give Oz a backwards glance, knowing he'll catch up when his change is complete.

Oz writhes in pain on the floor. His body lengthens, and his fingers become claws. He's covered in a black shaggy fur, and unlike Veruca, his tail is short. The change complete, he get off the floor, and seeing the open door, bounds out of it.

He's on the hunt. Bloodlust takes him over, and he disappears into the forest.

"Mmmmmmmmmmmmmmm"

Angel and Buffy were standing on her porch, kissing. The kiss broke, and Buffy, arms around Angel's neck, pouted.

" Oh, poop. It's almost midnight. I really got to go inside now, " she complained, not wanting to leave Angels arms.

Angel smiled a small smile, and caresses her cheek. " You really should. Joyce'll be worried."

Neither moved, just staring into each others eyes.

" I really should go, " Buffy said, softly, finding her lips drawing closer to Angel's

" You really should," Angel replied, a little hoarsely.

" Maybe just one more kiss?" Buffy said hopefully.

" Maybe just one more"

And they kissed again. While kissing, the porch light started flicking on and off, on and off.

Breaking the kiss, Buffy grins good naturedly.

" Ok, Mom, I get it! I'm coming in, " She called through the door.

" Say goodnight to Angel and then come in!" She heard the muffled reply through the door. Angel and Buffy grin at each other. Angel gave her one brief kiss, then left. Buffy watched him go for a moment, then opened the door and went in.

" Buffy Anne Summers, you're late! You know you're supposed to be home before 12 on a school night, and it's nearly 12:30 now!" Joyce Summers is standing by the staircase, in her robe, looking worried and angry.

" Sorry, mom, but Giles came by the Bronze and I had to do a quick patrol"

" Mmm hmmm, " Joyce nodded " It surely sounded like you were patrolling out there."

" Mom! You were listening?" Buffy was mortified.

" You were late, and I was worried. I heard noises by the door" Joyce stops mid-sentence. " Wait a minute, I'm the mom, here. I don't have to explain myself to you!"

" That was private!" Buffy cried out, starting to blush.

" Do 'private' on your own time, Buffy. When you're not late for curfew. I really should ground you,"

" I'm sorry mom, " Buffy turned on the charm, trying to stave off another grounding, " I promise, I won't be late again!"

" Buffy," Joyce shakes her head, never really understanding this little woman calling herself her daughter.

" Mom, god. I'm nearly an adult! I'll be eighteen in a few months. Don't you think grounding is kind of harsh? I wasn't out fooling around, I really had to patrol! Call Giles, he'll tell you!"

Joyce looks at Buffy, and as much as she wants to, she can't seem to stay mad at her. She knows what she's going through, and knows it's hard on her. She's a good girl. Sighing, she caves a little.

" Ok, Buffy. I'm going to let you off, this time. But you're still my little girl, and while you live in this house"

"  you follow my rules," Buffy finished for her, quoting chapter and verse. " Thanks, Mom. You're the best." She came over, and hugged Joyce, giving her a kiss on the cheek. Before her mom can change her mind, Buffy ran upstairs to her bedroom.

Joyce, knowing she's been Buffyized once again, shakes her head and chuckles softly, following the girl upstairs. A little more slowly.

Buffy, having changed into her usual nightwear of t-shirt and sweat pants, tumbled into bed, exhausted. With all that went on today, with Willow, then the bronze, and patrolling, she's weary to the bone. She soon drops off to sleep.

It's not an easy sleep for Buffy, however. She tosses and turns, and she breaks out in a light sweat. She's dreaming. A bad dream.

A nightmare.

She's had this dream before. Somewhere deep inside, she knew that. But it's still all too real to her.

She's lying on a table, somewhere strange. A harsh light was in her eyes, and from what she could see, she's in a laboratory. She strained to sit up, but found herself strapped down to the table. She saw enough to realize that she's naked. She's surrounded by strange people in white coats. Suddenly she knew somehow she was in stirrups, and that she was being examined. Peering over her chest, she sees strangers with strange instruments probing at her vagina, making her feel uncomfortable and exposes. Worse, some of the instruments they were using hurt! They keep at it, seeming to take samples from her. Damn, why can't they just finish? Why can't it be over?

They soon do finish up, and she's unstrapped. But instead of letting her get up, four attendants, all women dressed in white uniforms, grab her. She could feel their fingers digging uncomfortably into her flesh, and she made a complaining noise. One of the attendants hit her.

" Shut up!" was all she said.

Buffy felt fear go through her. They were taking her somewhere she knew this had happened before, but she couldn't remember where they were taking her. She feels her heart pounding in her chest. She knew it wasn't someplace nice.

They came to a tank. It's round and large. It almost looked like a cauldron. What really made it look like a cauldron was the steam rising out of the tank. Buffy started to freak out. She remembered what was next.

She struggled against her captors, but they were too strong for her. Reaching the edge of the tank, they heaved her into the liquid. It was hot, boiling hot. It burns, oh god it burns! Even so, she tried to move around, get to the edge, and climb out

The attendants, seeing her struggles, came around the tank, each holding a long pole. They pushed her down, not letting her move. Slowly, she sank beneath the boiling waves. She started to scream, feeling the burning water cover her and start to choke her as the water poured into her mouth

Buffy woke up screaming; screaming loudly in pain and fright. Her skin was flushed and reddened. It felt hot to the touch.

Joyce Summers, hearing her screams, rushed into Buffy's room. She found the young girl writhing in her bed, screaming at the top of her lungs.

" Buffy, Buffy wake up, honey, wake up!" Joyce, holding the girl in her arms, tried to awaken Buffy. Buffy, opening her eyes, feeling lost and disoriented, scared out of her mind, clings to her mother. She feels like she's seven years old again, alone and afraid.

" Mommy, mommy, mommy, mommy!" Was all Buffy could get out, her panic total, clinging desperately to Joyce. Buffy is shaking in her arms, and she buried her head into Joyce's breast.

Joyce stroked Buffy's hair, and that's when she noticed the reddened, hot skin. Her face went grim, her lips tightening.

Despite all the warnings given to the ' pseudo-parents ' of the hybrids, Joyce had come to think of the young woman as her daughter. She couldn't help it. She responded to the love Buffy oozed out of her. Now, with her crying helplessly in her arms, Joyce Summers was angry.

Very, very angry.

What the hell are they doing to my baby? Why are they torturing her!

She resolved that tomorrow, she would take Buffy to the see Dr. Walsh. And she was going to confront Walsh with what happening to her. She better get some straight answers, or there would be hell to pay.

No one better mess with her daughter.

And no one better mess with Joyce Summers!

To be continued.


	4. Chapter 4

Disclaimer: I don't own any of these Characters, Joss Does

Rating: Somewhere between NC-17 and R.

Summary: Totally A/U fantasy of a slightly Different Sunnydale

feedback: Praise, Flames, Suggestions anything.

Disclaimer Two: There will be F/F as well as F/M sexual situations and violence and drugs. this story is definately not for the little people

-1-

It was a bright and sunny day in Sunnydale, clear and warm. One of those days that make tourists wish to live in California. The citizens went about their usual morning business; getting to work, getting the kids to school; deliveries made and things sold. That's what people love about the small coastal community; it's beautiful, and nothing ever happens in Sunnydale. Nothing bad.

If only they would look up in the sky.

Circling overhead, taking advantage of the rising thermals, an enormous bird of prey was on the hunt. Gliding, it soared over the populated sectors, seeming to seek out a particularly tasty treat to satisfy its hunger. A rodent, a stray pet; maybe something even juicier. But it's seeking produced nothing.

The predator, its hunger overriding its curiosity, flapped its huge wings, heading for the lake nearby. It was a magnificent creature: 5 foot standing perched, its wingspan was nearly 15 feet tip to tip. Its tan plumage and brown cowling gave it a particularly regal bearing. Its amber reddish eyes, with enhanced vision, made it a superb hunter. It combined the qualities of all the great avian predators: The persistence of the hawk, the sharp eyes of the eagle, and the speed of the falcon. Its physical form combined all three.

Circling over the large lake, the hunter scanned the water carefully for movement. It was hungry, and wanted a particularly worthy reward for its efforts. Circling lower and lower, it spotted a shoal of bass. It's razor sharp talons extended, it dived quickly, breaking the surface of the water and snagging it's prize. Carrying the large fish easily in its claws, the hunter sought a place to perch. The prey struggled against its captor, but it grew weaker as the predator flew higher and away from the lake.

Perching on a cliff, the hunter started tearing at its prize. It used its beak to render the fish, and it's claws to tear it open. It enjoyed the kill almost as much as the eating, smelling the blood of the dying fish. It tore into it with almost orgasmic pleasure. Lifting its head, it screeched out its victory call

Cordelia Chase woke up screaming, bolting upright in her bed. Still in the fog of her dream, she could almost taste the blood and fish in her mouth. Her eyes were wide in terror and disgust, and her body was covered with a fine sheen of perspiration. She was shivering; the dream had been so real. But it wasn't the worst of her recurring nightmares. Often she woke with vivid memories of rendering and consuming not fish, but children small, innocent children she swooped down to

" Cordelia, are you alright, dear?" Her mother, Amelia Chase, called from her doorway. One word summed up Amelia Chase: Patrician. Her fine bones and classic looks were reminiscent of her daughter's beauty.

" We heard you screaming did you have a nightmare?" Her Father, Stanton Chase asked. Unlike her mother, Stanton wasn't patrician in bearing or looks. But he had those dark good looks that made up for it; that, and a Midas touch. He walked over and looked carefully at his daughter.

" Yes, Daddy, " Cordelia covered. She was ashamed of her dreams. If her parents ever found out about them " it was just a nightmare, is all." She turned away from him, afraid he'll read the truth in her eyes.

" It's that  what's his name? Harris boy you've been going around with. I telling you, Cordelia, he's all wrong for you. He has no class, no breeding. What's his family?" Her mother interjected, moving a little closer.

" Mummy, he's fine, " Cordelia said, " He's just a little rough around the edges. Like Daddy, when you met him. He just needs a little polish. He's very sweet, and good to me." Cordelia said it as if by rote; almost as if the response had been programmed in her.

Her parents exchanged a quick look.

" Still I wish we knew him better. When are you going to bring him around to meet us?" Her father asked.

" Oh, Daddy, it's not that serious!" Cordelia declared. " You're still the number one guy in my heart!" Cordelia flashed him her 1000 megawatt smile.

" Very well," He sighed, turning and going to the doorway. " I just don't remember you having so many nightmares before you started dating this boy" He shook his head. He knew his daughter, once her mind is made up, was immovable.

Her mother has been watching the whole time. She has an odd expression on her face. After Stanton left, she quickly crossed to her daughter's bed.

" You're sure everything is ok. He's not mistreating you or anything, is he? This Harris boy?" She colored slightly, " he hasn't made likeadvances, has he?"

" Ewww. Gross!" Cordelia replied, " of course not!"

" Ok, dear. Just well, you know you can come to us if he tries anything  never forget, you're a Chase. A cut above!"

I know, Mummy, " Cordelia impulsively reached out and hugs her mother. " I love you."

Amelia, looking embarrassed, awkwardly returns the hug. " Me too, dear."

She left the room quickly, to forestall any further such displays of affection.

Cordelia, alone again, lost her smile. All this is just mega too weird! I'm not some freakazoid like those losers that hang around Buffy. So why am I having these dreams? God, and why do I enjoy tearing and the blood oh god! Nauseated, she threw off the covers, noticing the time on her alarm clock . 5:33 am. God, no more sleep tonight, I guess. Getting up, she grabs her robe and heads for the bathroom. Another wave of nausea hit her as she recalled her dreams. She rushed to the bathroom, slamming the door. Sounds of retching could be heard.

-2-

A couple of hours later, a dingy white van with multiple gray primer spots pulls into the parking lot of Sunnydale High School. Its herky- jerky motion is accompanied with the grinding of gears. Finally reaching an open parking spot, the driver pulls in, nearly swiping a car in the process. The sounds of cursing can be heard coming from the driver's side.

Driver and passenger, also known as Faith and Oz, respectively, hopped out of the van. Faith was obviously upset.

" Dammit, Ozman, I just can't get that stick shift. Every time I shift it sounds like a fucking dryer with tennis shoes in it. God, I'm so fucking lame!"

" You're doin' ok, Faith, " Oz, seeing his cousin upset, came over to comfort her. He patted her shoulder. " Just takes some practice, ya know? Don't sweat it. Justummm". He trails off, not wanting to crush her confidence any further.

"What?"

" Well, kinda take it easy on the curves and speed, ok? Not that I'm minding it, but there's a traffic cop that makes Sunnydale high his personal crusade. One more ticket, and we're both gonna be walking not too good when you're the only one with a van to haul the band's stuff."

" God, I'm sorry, Oz. I'm hopeless, " Faith complained.

" No you're not. You're doing really well, honest."

" Really?"

" Sure, " Oz lied." You just need more practice."

" I just can't seem to get the hang of driving stick."

Faith looks around, hoping to catch a glimpse of a familiar red-headed girl. God, what's the deal with that? We've only hung out a little. Not like we're buds, really. Still, deep down she's jonesing for some Willow goodness. She perks up noticeably when she spots her, accompanied by a couple of friends. Wait, change that. One friend, one jerk of an asshole. She recognizes the guy as being Xander. What's she hanging with that prick for, anyway?

" Hey, Ozman, I'll catch ya later, ok?" Faith tossed the keys to him, and headed off towards Willow.

Willow, almost instinctually, felt the presence of Faith. Looking up from her conversation, Willow spotted her heading her way. For some reason, suddenly her day seemed a whole lot better. Despite her best efforts, she couldn't totally suppress the smile that tugs at her lips. Only Buffy noted the change in Willow's demeanor, and didn't indicate she noticed.

" Heya, cutie, " Faith beamed at Willow. "Whazzup? Hey, Buffy, " Faith deliberately ignored Xander.

Xander's eyes narrowed, and his mouth turned down into a small scowl. He was still pissed off from being beaten up by the brunette bitch, and he didn't like being ignored. Still, he was trying to get back into the group's good graces, so he kept quiet.

Faith noticed the dirty look however, and turned to him.

" Got a problem, bozo?"

Xander bites his tongue, still smarting from his beating. But he noticeably flushes. " No problem, " He smiles, which looks more like a grimace. None that a knife in your gut wouldn't fix.

Buffy observed the dynamic between the two, and was intrigued. But more intriguing to her was the way Willow reacted to Faith. She's all nervy and checking herself out, like Faith is special is there something going on there? Nawwww well nawww couldn't be I mean, Will's not is she? Hmmm. Gonna takes some really sherlocking to suss this out.

Willow, always believing the best trouble is that avoided, decided to separate Xander and Faith before the dogfight got started in earnest. Taking Faith by the arm, calling over her shoulder to Buffy that she'd see her later, Willow steered Faith away from the group.

" Whoa, girl. Not gonna bite him, " Faith says, once Willow had them safely away from the others. " Don't need the food poisoning."

" Faith!" Willow sounds pained.

"Aw, I'm sorry, sweet cakes. Just not getting it. Why were you with Count Jerkula, anyway?"

" Faith, he's been like so sorry and whipped puppy-like all weekend I dunno, I kinda felt sorry for him. I mean, I've known Xander for a long time, ever since he stole my underoos back in Kindergarten. He can be a jerk, I know but he's harmless. Really."

Faith gave her a sidelong glance. " You WERE with me when I pulled him off Cordy, right?"

" He's just been under a lot of stress lately. He's kinda not doing good in school."

" Yeah, that remedial basket weaving class is really giving him the mental dumps, huh?"

" Well, at least he's going to school" Willow arches a brow.

Faith blushed.

" Awww, I'm sorry. I know your circumstances are diff, " Willow said." Look, I'm just trying to make sure he apologizes to Cordy, you know?"

" Yeah, whatever. Like that'll happen," Faith looks at her watch," gotta motor, hate to be late for my first day on the job."

" You got it?" Willow's all excited.

" You betcha. You're looking at the newest member of the Quicksilver Messenger staff." Faith is all grins.

" Cool, " Willow smiles, " but why're you here, then?"

" Ah, well Oz is trying to teach me to drive making me drive him and Veruca to school. You know, so I can get my license, get a better delivery job or somethin I dunno." She winks, " never drove before, can you believe it?"

" Saw you pull up, " Willow's eyes gleam mischievously. " I can believe it."

" Hey! Driving stick? Not natural!" Faith looks around, " Speaking of sticks, you seen Cordelia 'round?"

" Nope. No one has, not since that night at the bronze. Why?"

" Dunno, just wanted to be sure she's ok, I guess."

Faith noticed that Willow looks a little shy.

" What's wrong, Red?"

" Just kinda wondering, " Willow is blushing a little, " How were ' things' this morning?" Despite herself, she glanced at Faith's crotch.

Faith got it immediately, " Willow! God!" She mutters.

Willow had waited til she could get Faith off alone to talk about it. Didn't want little ears hearing things that might get spread around.

" Aw, c'mon Faith. Kinda  wellcurious, " Willow smiles. " Gotta be different." She giggles.

" Oh you betcha it's different. It's really weird waking up and seeing the sheet tented  where your knees aren't," Faith almost whispers, " gotta admit, it felt kinda  good."

Willow turns red, imagining it.

" Boy, you really feel it in the shower, ya know? And peeing? Whole new experience, doing it standing"

" I can see what you mean, " Willow says, noting a slight bulge in Faith's jeans. She giggles. " Think I can give you a kiss? I mean, for luck and all on the job?" She suddenly gets shy again.

" Sure, " Faith says, feeling her throat get dry.

Willow puts her hand on Faith's shoulder, and leans in, giving her a tiny kiss on the lips.

" Well, isn't this sweet? Lesbos in love, " Cordelia Chase snickers. " Don't you two think you should get a room, or somethin?"

The two break apart as if hit by electricity. Willow blushes, while Faith just stares at Cordelia, frowning.

" What's your deal, Cordelia?" Faith asks.

" No 'deal ', Faith, " Cordelia sneers, " just thinkin' if you two wanna make out, you should do it somewhere where it won't pukify the rest of us."

Willow and Faith feel their jaws hit the ground. Is this the same girl we saved from becoming kibbles via Xander's fist? Faith wondered. The ungrateful stuck up bitch! Willow groused to herself.

" Funny, ya didn't seem to get too picky when we were pulling Xander off you the other night, Cordy." Willow said

" You two go brain dead? What're you talking about?"

" The other night, at the bronze. When Xander was introducing his fist to your face." Faith was confused, and steaming a little.

" God, we had a little tiff. No big. We would've patched it up if you hadn't interfered, Super Dyke. God, Xander's a sweetie when you get to know him." She shook out her mane of brunette hair." Well, gotta run. Some of us got real lives."

Shrugging her shoulder, as if to shrug them out of her memory, Cordelia turns and starts for class. The two stare after her as if she's a bad dream, come alive.

The bell rings

" I gotta get to class, and you've gotta get to work, " Willow said, turning towards the school. Over her shoulder she adds, " think you can live without me for a couple of hours?"

" Getting a little cocky, aren't ya, Red?" Faith smirks.

" I'm not the one that's a little cocky!" Willow giggles, running off.

Faith stood watching her go, feeling embarrassed and confused .

And loving it.

-3-

It was lunchtime before Willow caught up in with Cordelia. She was burning mad by then, and throwing caution to the wind, moved to block Cordelia's passage.

" Hey, Willow, what's your deal?" Cordelia mocked, " lookin' to cheat on the missus? Sorry, don't swing that way myself"

" I want an apology, and I want it now!"

" Ok, " Cordelia shrugged, " I'm really sorry they ran out of flannel shirts and work boots at Sears. Know your were jonesing for the new ' you ' look."

" You ungrateful witch with a b!" Willow growled, " You owe me and Faith an apology, big time!" She jabs at Cordy's chest with her finger.

" Hey, keep your gay fingers to yourself. If you think I'm gonna apologize to some dyke and her femme girlfriend for calling it like I see it, get over it," Cordelia snapped at her, irritated by Willow daring to touch her person.

" God, what is your problem?" Willow snapped back, hurt by Cordelia's ingratitude, " If it hadn't been for us, they'd still be picking up pieces of you behind the Bronze!"

" Full of yourself much?" Cordelia scoffed, " Xander and I were just having a little tiff, and if you're girlfriend weren't so bloody butch, it wouldn't have blown all out of proportion. You're lucky I don't scratch your eyes out for attacking my boy toy."

"Is that why you weren't here most of last week. Because Xander's so sweet to you?" Willow is disgusted, " You looked like an army marched over you, twice. You're such a skank, I swear. Well, I want the props me and Faith got comin' for saving your sorry ass, or I'm"

"What?" Cordelia sneered," What're you gonna do? Call Ellen?"

Willow saw red. She's just about to lay into Cordelia when an oily, unctuous voice breaks in.

" Well, Hello, Cordelia! No time, no see"

Cordelia lit up like a spotlight.

" Baby! I was just thinking about you!" Cordelia, all sweetness and light, goes over and puts her hand on his chest. " Honestly I was! " She leans in for a kiss. " Gimme sugar, sugar!"

Willow is beyond revolted. The fact that Cordelia doesn't have enough pride in herself to stand up to Xander, plus the ' gimme sugar, sugar" line makes her stomach go flop. She makes a rude gesture involving pantomiming gagging herself with her finger. Cordy, over Xander's shoulder gives her a " Are you still here? Why?" look. Willow shakes her head, and walks off. See if I ever help HER again! What an idiot!

-4-

Willow decided to head for the library. Maybe Giles can figure out about some of the weird things going on here, Willow mused. She opened the library door and paused. Giles and Buffy seemed to be deep in a serious discussion.

" I'm not sure I understand what you mean, Buffy, " Giles is pacing around.

" Just weird. You know, strange, things not being as they should be? Things are weird around here, " Buffy pauses, " Ok, well this is Sunnydale  things are always weird. But this is weirder than usual if weird got wigged, this is what it would be like"

Giles takes a moment to clean his glasses, while trying to interpret BuffySpeak. Willow took the opportunity to make her way into the stacks, a little out their sight. She didn't want to interrupt, but on the other hand, she wanted to hear what they were talking about.

" Buffy, do you have some examples of what you're talking about?" Giles put back on his glasses. He's moved to the window. He looks out.

" Well duh, yeah. I mean, I've been having these mega wiggy dreams, and waking up like lobster girl, then there's the whole well, what's with Xander anyway? I mean, he's acting out like some juvey reject. Then there's that Faith chick"

Willow perks up. What about Faith? Why're they  do they know? God, This can't be good.

" I'm just saying where did she come from, anyway?"

" I understand that she's Oz's cousin, isn't that so?" Giles says, seemingly distracted by what's going on outside.

" Well, that's what she says but all of a sudden she just shows up here? Now? And why hasn't Oz mentioned her before? I never knew he had a cousin"

Hey! Are you calling Faith a liar? What's your deal, Buffy? Willow looked at her friend a little sternly. She's about to get up to defend Faith when she realized that neither seemed to realize she's here. Maybe just be quiet and listen, Will?

Giles also picked up Buffy's tone, and turned back into the room. " That's odd, Buffy. If I didn't know better"

" What?"

" I'd say you were a little of Faith"

" WHAT? That's well, that's just  you're way wrong. I'm just worried about Willow. She seems to be getting really chummy with this girl, and what do we know about her?"

Willow, much as she loves Buffy, just wasn't buying that one. By Giles' look, neither was he.

Buffy got defensive, reading Giles' look. " Hey, I'm worried, Ok? I mean, I love Willow, she's my best friend, and all. But she can be kinda  well, she tends to just accept anyone as being like real, and hey, what if this Faith is  well, you know"

" Actually, I don't, Buffy, " Giles says, " do you?"

Oh yeah, get all protecty about me and  my girlfriend? Willow stops for a second. That's the first time the thought really hit home with her. but you go dating a 240 year old vamp, and hey, that's just well ok. Geeze, Buffy, hypocrite much? Willow was immediately ashamed of her thoughts. Hey, she's just looking after me, right? Gosh, don't have to get all biotch on her, do I? But that's Faith she's dissing, kinda pisses me off!

" Alright," Buffy sounds like she's have a tooth pulled, " maybe just a little jealous"

Of me? Willow shakes her head. Never been like the one to make someone jealous before! This is cool!

" Well, I'm not saying you're not concerned, Buffy, but maybe you're just making too much of this whole thing, " Giles was back to looking out the window, voice distracted.

" What's going on out there, Giles?" Buffy noticed his distraction.

" Hmmm? Oh, nothing really. But I think I should " He stopped, not wanting to let the cat out of the bag. He turned to Buffy." Look, Buffy, we live on a hellmouth, and you're the slayer. Maybe it's a slayer dream you're having. I'll look into it, see if anything is  well, prophesied."

" Ok, Giles, " Buffy said, but she had the feeling she was being mollified. " Have you seen Willow, by the way?"

Uh oh! Willow carefully snuck back behind them, keeping out of sight. Not good if they catch me.

" No, actually, I haven't. Strange, she usually drops by at lunch"

Willow made a noise like she's just entering the library.

" Hey guys! What's up?" She smiled, innocently.

" As I said, " Giles smiles. "Hello Willow!"

" Hi, Will!" Buffy called out, moving towards Willow. " Whazzup girlfriend?"

" Up? Nothing's ' up'! " Willow said nervously, feeling a little guilty about eavesdropping. " Just came by the library to get a book, yeah a book. That's it. Book. It's around here somewhere" Willow headed for the stacks, but Buffy stopped her.

" Willow what's up?" Buffy stared at her.

" I just said, Buffy, nothing!' Willow realized her powers of lying were nil. " I  ummm well"

" Did you want to ask Giles something? Maybe something I shouldnt hear?" Buffy was growing suspicious.

" Huh? No! Well maybe later"

" Actually, whatever it's, it'll have to be later, " Giles breaks in, " I'm afraid I have to take care of something and " He looks at his watch, " It's time you two were headed to class." The bell rings.

" Yeah, ok, " Buffy doesn't sound all that enthused. She wasn't big into history. She starts off, then turns. " You coming, Will?"

" Coming? Oh, class. Right. Coming" Willow hurried to catch up to Buffy. They walk down the hall towards history, when Buffy stops her.

" Hey, are you sure you're ok? You're kinda not with the talking, Willow."

" Hmmm? Oh, no I'm ok, just  well, I didn't expect to see you in the library I guess. Don't usually see you there at lunch unless there's a reason to be there so ummm what were you talking to Giles about, anyway?"

" Nothing, " Buffy says, feeling a little ashamed.

" Nothing?" Willow's brow furrows.

Buffy looks around, feeling the press of students between classes.

" Not here, Willow. Kinda don't want little ears listening in, blabbing  you know?" She grabs Willow's hand. " C'mon"

" Where we going? We've got class"

" Oh, please. History. Don't worry, it'll be there tomorrow"

" Buffy!" But Willow is being led along, and is kind of curious. What were they talking about before I got there? Still, she's the conscientious student, and missing class is very foreign to her.

Buffy, pulling along the reluctant Willow, heads off to a more private spot where they can talk when she runs right into a group of strangers. She halts, looking up.

Two very tall, very adult strangers were standing in front of them. One woman, one man, both dressed from head to toe in black. Both were wearing mirror shades, as if they don't want their eyes seen. There's something about them that unsettled Buffy and Willow. For what seems like an eternity, the four of them stood there, looking at each other.

" Uhhh excuse us, " Willow piped up, needing to break the unnerving silence. " Can we help you?"

The woman approached her, removing her sunglasses as she got closer. Her eyes are an icy blue, and Willow felt a chill do a round trip on her spine as she realizes the woman is scrutinizing her. A small smirk is on her face, as if she knows Willow, which just makes it tenser, and Willow wiggy. She seems about to speak when a shadow seems to fall over the sun, followed by a sudden thunderclap. Buffy and Willow jump, moving towards each other. Out of the shadows two more figures emerge. One is dressed in a long black dress and has a mildly European look and bearing to her. The other has platinum colored hair, spiky. They approach the group.

" Here now, let the bits alone. We have more important things to be doing, " Spike, with Dru behind him, says to the female dressed in black." We've got an appointment with Giles, remember pet?"

The female turned to Spike, nodding acknowledgement. But before backing off, she leaned into Willow and whispered, "We'll be talking soon". Joining the others, she left.

Two very creeped out teenagers watch them go.

" What the ?" Willow asks, really not wanting to know.

" Ummm not knowing, and really not wanting to find out. You know what? All of a sudden, got a jonesing for a little history."

The two scoot along , quickly disappearing from sight of the group of four.

The man in black is looking out the doors leading to the quad. He turns to the others.

" Wait here." He goes out.

-5-

Xander has Cordelia pinned up against a wall. Though being scrupulously careful to not touch her( at least, not where any marks will show), it's clear he has her pinned. Cordelia looks more than terrified.

" Gee, baby, don't be that way, " Xander, his voice oily ,but with an underlying threat, says softly to Cordy. " I'm not mad at you I just want to know what you said to them. I mean," he shrugs, " I'd hate for stuff to get spilled that shouldnt be spilled understand?" He leans in closer.

Cordelia feels her heart thudding in her chest.

" Honestly, Xan, I haven't said anything to anybody. Really, baby, I wouldn't do that!"

" Cordy, Cordy, Cordy, " Xander says, all false sympathy , " Don't do that."

" What?"

" Lie to me, " Xander's voice grows cold. " You know how much it upsets me. " He shakes his head, sadly.

" I'm not lying!"

" I don't want to hurt you"

" Then I suggest you don't" A strong masculine voice comes from behind him.

Xander suddenly feels himself being lifted, caught by the collar and the seat of his pants. He struggles to turn around, but can't.

" I suggest you leave the young lady alone," the man in black says, his voice soft.

" Hey, buddy, butt out. This is a private discussion"

The man squeezes Xander at the neck, twisting his fingers.

Xander yelped, and struggled to break free.

" Please, don't hurt him!" Cordelia interjects.

The man in black just turns to her, staring at her through his mirrored shades. He said just two words.

" Go now."

Cordy opened her mouth to reply, closed it and scurried off.

" What the hell is this?" Xander growled , " Look , I don't know who you are, buddy, but you're gonna be in so much trouble when I get outta this"

The man released his hold on Xander's pants, bringing his hand up to box his ear.

" Shut up" was all he said, carrying Xander across the quad by his scruff.

Xander, scowling, is quiet.

-6-

The four of them, plus Xander, reach the library. Opening the double doors with his foot, the man in black carries Xander inside to Giles, where he unceremoniously dumps him in front of Giles. He steps back a bit, joined by the three others.

"What the hell is going on around here?" Xander, rubbing his neck, rumbles. " I don't like being treated like this!"

" So, there you are, " Giles said, reaching his hand down to offer Xander a hand up. Xander waves him off and stands.

" What's going on?" Xander repeats, a note of threat in his voice. " Dr. Walsh isn't going to like this."

" Really? Because Dr. Walsh not only knows what's going on, but suggested it, actually, " Giles says, his voice soft.

"What?"

Giles moves closer to Xander. His lips are tight, his eyes narrowed and steely.

" Listen, you burke, I don't know what's going on in that wart on your shoulder that passes for a head, but frankly you're actions are not permissible." He jabs a finger in Xander's chest. " You're jeopardizing the whole project with your treatment of Cordelia. Not to mention your lewd remarks and leering of the OTHER female subjects."

" You're full of it, old man, " Xander sneers, " mind your own business." He turns his back on Giles

" You're none too clever, are you Alexander?" Giles grabs his shoulder, whirling him around. " They all of this IS my business, you bloody fool. A lot of time, and a lot of money have gone into this project. You're close to scotching the whole thing, because your actions are beginning to be noticed by the subjects. So, I'm warning you. Back off, and keep your hands to yourself, or "

" Or what?" Xander scoffs, " I'm CIA, you moron. I've been trained in the martial arts, and in dirty tricks. What the hell do you think you could do to me?" Xander shakes his head, " Nothing I think."

" Really?" Giles says, his voice very low.

Before Xander can even react, Giles has him by the neck. He lifts him off the ground. He takes Xander's hand in his, and twists. A snapping sound is heard.

" Would you like to find out?" Giles says, his voice almost pleasant. He drops Xander back to the ground.

Xander yelled in pain.

" You crazy bastard!" Xander grabs his wrist.

He glares at Giles, advancing on him.

" I outta break you in half, you twig in tweed. But I got better things to do."

He turns, and runs into a wall of solid flesh. The four block his egress. He glares at them.

" Back off, muties. I got things to do, and elsewhere to be."

Xander attempts to push his way through, but is stopped cold.

" I do believe our Mr. Harris hasn't learned his lesson yet. Would you be kind enough to educate him?" Giles says to the four.

" Be a pleasure, mate, " Spike says, advancing on Xander. The two agents hold him, Dru is to the side, watching and smiling.

" So you bloody sod, got it yet? Leave Cordelia alone, or by god I'm going to tear your head off your neck and feed off your neck like a chalice."

" Do you worst, mutie freak. I can take it like a man."

Spike shrugs and smiles. " Suit 'cherself"

Spike began to pound on his head as the agents joined in. The female agent whirl kicked him in the face, knocking back into the male agent who kidney punched him. He tossed him back to Spike, who begins to pummel him in earnest. Xander falls to his knees, nearly unconscious. They back off.

" So now, you bleeding skite, do you understand yet?" Giles came to where Xander was kneeling, and squats down. " Your little games with Cordelia are to cease immediately. Furthermore, you are under NO circumstances to torture, terrorize or otherwise bother Buffy, Willow, Faith or any of the subjects. If I hear of you attempting anything with any of them I will personally hunt you down and " He draws his finger across his throat. " Clear?"

Xander looked at him defiantly. His mouth is bleeding and his face is beginning to bruise. He's out of fight to object, however.

" Sure, sure, gramps. I get your drift, " Xander replied. He spits, hitting Giles in the glasses with a gob of blood and mucus.

Giles backhands him, knocking him to the floor. Standing, he removes his glasses to clean them.

" Take this  out of here." He says to the two agents as he wipes his glasses.

The agents grab the prone Xander, and none to gently, carry him out of the library.

Walking down the hall, they carry Xander towards the school infirmary. Before they reach it however, they prop him against a wall.

" In case the message wasn't clear, " the male agent punches him in the solar plexus. The female agent knees him in the balls. Both carry the sagging Xander, now starting to cough blood, to the infirmary door. Opening it, the literally toss him into the office.

They close the door, and walk away. Smiling at each other , they left.

-7-

Anne Price walked down the hall towards Dr. Walsh's office with a small smile on her face. She was well pleased with her role here. She enjoyed keeping tabs on the 'mad scientist' , as she referred to Walsh in her own mind. She loved giving suggestions that sounded more like orders. And she loved giving the doctor a hard time.

She was good at her job. Very good.

Dr. Walsh, for her part, was sitting in her office, going over some reports she received from Lt. Riley. Her brow was furrowed, her mouth turned down into a scowl. I can't believe this. Someone's been accessing secure files about the project. If these get out it could mean disaster. Worse, someone with the right knowledge of genetic research could duplicate my work but who? Who'd do this?

As if on cue, her office door burst open, and Anne Price barged in, unannounced.

Dr. Walsh felt her stomach churn. The woman was quickly moving from annoyance to hindrance. Soon, soon we'll have to do something about her

" Dr. Walsh" Ms. Price began, but Walsh interrupted her.

Or maybe I should ask, who else?

" Ms. Price. This is, after all, my private office. It wouldn't hurt to show a little courtesy, would it, to knock before barging in? I mean, they did teach you manners some where along the way, didn't they?"

Anne Price just stared at her, her contempt barely below the surface.

"Well, maybe not. But maybe you could explain this?" Dr. Walsh slid the report over to her. Anne price picks it up, looks at it, and smiles.

" Sure, I accessed your files. So?"

Maggie Walsh felt her blood pressure rise.

" So what? Who gave you the right to access those files? Those are confidential to this project, need to know only. You have no right to be combing my files"

" Dr. Walsh, I should remind you. The Government, and the Select committee in particular, is not all that pleased with your reporting methods. I'm here to watchdog the project. If that means I have to access confidential files to do so, so be it. I have that right." Anne Price leaned over the desk. " Need I remind you exactly how shaky the footing this project is on? One wrong word and well Pfffft." She shrugged.

Dr. Walsh pales. " You wouldn't! This is too important."

" Yes, all you science types feel the same way. But let me tell you something. You're NOT in charge around here, Walsh. I'm in charge. If I'm not happy, I pull the plug. So, make me happy. Got it?"

Maggie Walsh was furious. This was her life work, her dream. And this  cretin dares to come in here and trample her size sevens all over it? The unfairness of it galled her. She wanted to get up, slap the bitch silly and throw her out of the building herself. But the project was at a critical phase. If funding were pulled now She gritted her teeth. She'll play along  for now. She'll make a mistake. And when she does

" Are we done here then?" Dr. Walsh asked, wanting to get rid of her before her temper blew.

" Not exactly, " Anne Price replied, " I came here for a reason."

" And that interests me why?" Dr. Walsh glared at her.

" Because I said it does," Anne Price told her. " Remember, I have the pull so to speak."

" Oh, very well, what IS it?" Dr. Walsh sighed.

" You have a 'visitor' at your clinic, Dr. Walsh."

" I see. Well, " Dr. Walsh turned back to her notes, " let one of the staff doctors take care of it."

" I think you should see this visitor personally, Dr. Walsh."

" Oh, you do, do you?" Dr. Walsh's tone is harsh, " Exactly why would that be?"

" it's one of your subjects, Dr. Walsh. An important one."

" Who?" Dr. Walsh looked up, curious.

" Ms. Buffy Summers, " Anne Price smirked.

Maggie Walsh starts. What in heaven? Has something gone wrong? Oh , this is just wonderful! Just too wonderful!

"Why wasn't I informed earlier?"

" I'm informing you now, " Anne Price ignores her tone. " I thought you should know."

" Well, thank you, " Dr. Walsh's tone doesn't sound thankful, however, " I'll attend to her immediately."

She stood to leave, and noticed that Ms. Price was still there, waiting for her.

" What now?" She asked, exasperated.

" Thought I'd go with. I'd like to have a little chat"

Dr. Walsh felt her stomach clench. Chats with Ms. Price? Never good.

They walked down the hall to the clinic.

" I just thought I'd let you know I took care of the Cordelia/ Xander problem."

Dr. Walsh stops, looking at Anne.

" What do you mean, you 'took care of it'?"

" Well, it wouldn't do to have one of the subjects blundering around, knowing what she does, angry at Xander now, would it?" Ms. Price grins at her. It's not a pleasant grin. " Just think of the ramifications if this somehow got out."

" Yes, of course, " Dr. Walsh snapped impatiently," but so what to do about it?"

Ms. Price stopped at a door. She beckoned Dr. Walsh to follow her. Using her key, she opens a highly secret room.

Inside was a high tech nightmare. A chair was in the center, with wires and electrodes leading to a bank of computers. Equipment of various pedigrees sits around, including optical scanners, biofeedback machines and with what appeared to be a small chemical lab. Maggie recognized some of the equipment, and turned to Ms. Price.

" What does this mean?" She asked, but she already thought she knew.

" You're not the only one who works with memories, Dr. Walsh. I've had extensive training in memory manipulation. I triggered Cordelia's homing response last night, having her come to the lab. We did a mild memory 'adjustment' on her. She doesn't remember anything of that night at the Bronze, or of her abuse at Xander's hands."

Dr. Walsh looked grim.

" Do you have any idea how foolish what you've done is?"

" Dr. Walsh, I wouldn't be calling the kettle black right now. Xander is after all , your mess."

" Actually, not, Ms. Price. He was brought onboard by the original clients of this project. Being CIA, they thought he would be good in keeping control on the subjects. Believe me, having mental morons around isn't exactly my idea" She looked pointedly at Ms. Price.

" Clever, Dr. Walsh, having that deniability in place, " Ms. Price smiles, coldly, " but he is nonetheless under your control, and therefore, your responsibility. Could look bad very bad to the current interested parties."

" Will that matter, if your ' intervention' causes Cordelia's memories to cascade? If the carefully built life for her goes out the window, then what? You can't just program in 'gaps' in a person's memories. People aren't built that way. When they don't know something, they gnaw at it, pick at it, and worry it until they figure it out. If her carefully constructed life is destroyed, if she realizes what she really is?"

" That's your problem, Doctor, not mine. Better figure out a solution. Or, if this project gets exposed?" Ms. Price's face turns hard. " lets just say that no one, no one connected with it on your level, will be around to testify. Understood?"

Dr. Walsh goes pale. She stands there, clenching and unclenching her fists. She says nothing.

Anne looks at her watch. " Dear me, look at the time. You best hurry, Doctor. You're patient is waiting."

" What about agent Harris?" Dr. Walsh asks, as she turns to go. " How're you going to take care of him?"

" Now, don't worry your mind about him, " Ms. Price smiles. " It's taken care of."

Dr. Walsh feels a chill down her spine. She leaves before she has to talk with this woman again.

Anne Price watches her go. She pulls out a cell phone, and dials a number.

" Hi, Dad? Everything's going smoothly. Yes, we're on schedule ahead actually. I've taken some samples, and will send them right along to our science guys. What? Dr. Walsh? Don't worry about her. She's an idiot. No, not science wise. But she hasn't a clue as to what we're really up to. Yeah, don't worry. When the time comes, she'll be properly taken care of. No, I'm telling you, she has no idea whatsoever. Don't worry. Before anyone gets it, we'll have it done. Yes right ok, Bye Dad."

Ms. Price exits, flicking the lights off after her.

-8-

Dr. Walsh entered Exam room 1 carrying a clipboard and with a stethoscope around her neck. She walked over to where Buffy Summers sat on the exam table, flanked by her mother.

" Hello, Buffy, Joyce. How've you been? It's been a long time since you've been in, Buffy. So, tell me, what seems to be troubling you today?"

Buffy was about to reply when Joyce Summers cut her off.

" She's been having some nightmares, Doctor. Vivid nightmares. About having gynecological examinations while strapped down in some laboratory. Then she's carried off into another room, and well she imagines being thrown into a vat of boiling liquid."

" Mrs. Summers, " Dr. Walsh seems to signal her with her expression, " while it may be disturbing to the patient Sorry, Buffy, that's you to have nightmares, it's not unusual for a girl in this stage of her development to have them." Dr. Walsh smiles at Buffy, " I admit, you're are rather interesting, in a clinical fashion, simply because of the subject matter. But most young people have nightmares about fitting in. You know, the usual ones about being naked in front of class, or such."

Buffy looks at Dr. Walsh, then at her mother. " Really? It's normal then?"

" Of course, dear. " Dr. Walsh turns to Joyce Summers. " Is Buffy sexually active?"

" What? NO! Of course not!" Joyce declares, and both she and Buffy blush.

" Sorry, just had to ask. It seems with the nature of the dreams are you sure?"

Joyce looks to Buffy, who shakes her head violently.

" I'm sure! "

" Well, maybe it's simply a symptom of stress. Have you had extra stress in your life lately, Buffy?"

" No, I don't  no, " Buffy replied.

" What, Buffy?" Dr. Walsh asked.

" nothing, " Buffy looks down.

" Buffy, dear, if you're not honest with us, how can you expect us to help you?"

" Dr. Walsh, it's all very well to talk about stress. But what about this?" Joyce Summers unties the first tie to Buffy's exam gown, and beckons Dr. Walsh over. Dr. Walsh takes a look, and blanches.

" Hmmm, " She said, covering her nervousness.

" Hmmm? She said hmmm?" Buffy looked at Joyce anxiously. " What does that mean, hmmmm?"

" No, Buffy, don't be alarmed, " Dr. Walsh tried to reassure her. " Just I've never seen a psychosomatic reaction so pronounced before."

" Psycho- what? I'm a psycho?" Buffy turned a scared face to her mom. " I'm a nut job?"

" No, Buffy, Dr. Walsh didn't mean that. Did you, Dr. Walsh?" Joyce throws her a look.

" No Buffy. A psychosomatic reaction means you had a physical reaction to a mental stimulus. Usually it's stress related. Likeok, some people get hives. Most are allergies, but in a few cases, the cause is mental. Stress related."

" Mental? As in psycho loony mad nuts?" Buffy's voice sounded fearful.

" No, Buffy, no! It means that something is stressful in your life, and your body, overwhelmed by mental stimulus, reacts."

" Not a nut?" Buffy looks at her mom and Dr. Walsh hopefully.

" No, dear, not a nut, " Dr. Walsh chuckles. " It's perfectly normal. Your body's way of telling you to take it easy, is all."

"Whew!" Buffy sighed, relieved. " God, you had me going there for a minute, Doc."

" However, Buffy, I would like to do a more thorough examination of you. Make sure that your symptoms, the dreams, the reactions, don't have an organic cause." She turns to Joyce. " Mrs. Summers, if you could wait outside for Buffy"

" I'd really like to stay, if you don't mind, Dr. Walsh." Joyce says, sounding worried. " She's my little girl, after all."

" Mrs. Summers Joyce, I promise you, Buffy will be perfectly safe. I really want to examine her, make sure everything's developing normally, on time. " Again, a look passes between them. " She'll probably be more comfortable with it with you out of the room."

" Buffy?" Joyce looked to Buffy.

"God, mom, I'll be fine, ok? Geeze I'm not like 9 anymore, ok?"

" I'm sorry, honey, of course, " Joyce said, walking over and brushing her hair with her hand. " I forget sometimes." She smiled at Buffy, who returned the smile.

" So, Mrs. Summers, if you'll wait in the waiting room?" Dr. Walsh knew a stall when she saw one.

" Are you sure, baby?" Joyce asked Buffy again.

" Yes, mom, positivo. Ok?"

" Ok, honey," Joyce made to leave. It's obvious she was reluctant. She fiddled with the doorknob for a minute, then, sighing, let herself out of the exam room.

Dr. Walsh watched her go, a worried look on her face. This isn't good. The surrogate parents are supposed to bond this deeply with the subjects. This bears watching. She turned to Buffy.

" Sorry about that, Dr. Walsh. Mom can be so mom-like at times." Buffy shrugged, playing the sophisticated teenager, but really deep down loving it.

" I understand, Buffy. Now, if I might?" Dr. Walsh held up the stethoscope.

She walked over to Buffy, and held the stethoscope to her heart. Normal a little fast, but that's probably just nerves. Nothing out of the ordinary. She took the scope and placed it on Buffy's back.

" Cough please, Buffy."

Buffy coughs.

" Lungs are fine, good to hear, Buffy." Dr. Walsh smiles at her. But the redness on her back, along with the elevated skin temperature and soreness worries her. This is very odd, indeed. Never seen a reaction like this last so long.

" So, Buffy, " Dr. Walsh begins casually, " Tell me more about this dream. When did you start having it?"

" I don't know, doc. Been like forever, it seems. But lately, they've been getting more frequent, and a lot more real."

" What do you mean, Buffy? More real?"

" Well, I'm waking up, in a cold sweat, my body feeling hot and wellsore, and tingly, you know?"

" Does this happen every time you have the dream? I mean, when you've had it recently?"

" Yes, and frankly, doc? I didn't want to freak mom, but it's kind of scaring me!" Buffy's brow got wrinkly.

" Buffy, again, I want to reassure you. What you're experiencing is not uncommon. You're growing up, dear. Your body's changing, and with the elevated hormonal levels, there's bound to be some side effects. It's perfectly natural."

" I dunno, doc. I mean, it's kinda scary becoming lobster girl every time I dream."

" Does this happen with other dreams, Buffy?"

" Not really, " Buffy answered evasively.

Dr. Walsh cocked her head, looking at her.

" Well, sometimes" Buffy blushed, " when I have  well" . Her blush deepened.

" When you have erotic dreams, you mean?" Dr. Walsh asked her, her tone gentle.

" yeah, " Buffy's voice is low.

"Again, normal, dear. All young people have those. Hormones again, " Dr. Walsh smiles.

"Really?"

" Absolutely, Buffy."

Buffy's relief was even more obvious than previously.

" Now, Buffy, I do want to run a few tests on you, while you're here. Just to be sure there's nothing else going on."

" tests? Will they hurt?"

" No, dear. Call it the miracle of modern medical technology. " Dr. Walsh went over and picked up a device, about the size of a retail scanner. " This is what I'll be using to examine you with."

"Wow really? That little thing?"

" Uh-huh. That little thing will run some non-invasive tests that'll give us a better picture of your general health."

" Really?" Buffy looked at the scanner. " It won't hurt, right?"

" Not hardly. You may feel some tingling, and an occasional pin-prick like sensation, but nothing really bad." Dr. Walsh comes over to Buffy, " and, the tests are processed real time, so we'll have answers immediately. So, what do you think?"

" Cool beans, Dr. Walsh. Let's do it!"

" Ok, now lie back, and stay still. It's important Buffy, so the readings are accurate."

Buffy lies back, and Maggie begins to run the scanner over Buffy, a few inches from her skin. She runs it over her entire body, from different angles to get a complete reading. As she watches the output monitor, she is somewhat surprised.

Well, this is interesting. She's beginning to change down to the molecular level. The accelerated hormones in her body are really kicking in. By all readings, she's entered estrus. She'll be ovulating soon. Hmmm. I wonder if Willow is also reached this state? I'll have to make some excuse to get her into the lab, to check her out. This would be wonderful. Both pairs ready for mating!

Dr. Walsh does some follow up work: blood pressure, body temperature readings, eye, ear, and throat examinations. All pointed to the same thing. Buffy is coming into heat but how advanced, and when she would peak? No telling. Have to keep an eye on her.

" Well, Buffy. Everything seems to be normal. I'd say you're a very healthy young woman." Dr. Walsh smiled at her.

" Really?" Buffy seemed elated.

" Absolutely. Still, with your recent nightmares and reactions, I want to give you a prescription." She caught Buffy's expression. " No, it's nothing bad. Just a mild sedative. It'll help keep the hormones in check. Should cut down on the dreams, and the well, as you put it, the lobster girl aftermath."

" Cool!"

Dr. Walsh gives Buffy her coat to wear. " Bet your feeling a bit chilly, huh?"

" Oh yeah, hate these backless gowns, " Buffy giggled, feeling better than she has in awhile.

" Ok, well, why don't you go get dressed and I'll meet you in the waiting room. I'll call ahead to get the prescription ready for you, so you can pick them up right away at the front lobby pharmacy."

" Thanks, Doc! " Buffy , wearing the doctor's coat, leaves the exam room to retrieve her clothing.

A few minutes later, Buffy, full dressed, returns to Dr. Walsh's exam room. Dr Walsh escorts her to the waiting room, and stops her just before they reach Joyce.

" Now, remember, Buffy, I want you to take the prescription before you go to bed. And I want you to have this."

Dr. Walsh handed her a small pager.

" Thanks, Doc. What's this for?"

" It's a pager, Buffy. It'll get me day or night. If you have any problems, don't hesitate to page me, ok?"

" Sure, Doc, thanks," Buffy said, a little puzzled. Still, she pocketed the pager and walked out of the waiting room with her mother.

Dr. Walsh watched them leave. She immediately started making her way back to her office. She pulled out her cell phone and dialed a number.

" Yes. This is Dr. Walsh. I need to see Lt. Commander Riley immediately. Have him come to my office, ASAP."

Walking down the halls, her expression was grim.

-9-

Cordelia stood on the sidewalk, looking towards the Rosenberg house, undecided.

Part of her wanted to turn around and just leave. After all, she and Willow had zero in common. She was rich; Willow was middle class. Cordy was a cheerleader; Willow was a geek. Cordy was popular; Willow on the other hand hung out with the freakazoids. This is stupid. Just stupid. I should get back in my car and motor way away from here!

Another part of her, a very large part, however, was scared. Really scared. Xander had worked her over again, and she looked it. She looked worn and frail, her body seeming to rebel against the constant abuse. Worse, there were the dreams the dreams that haunted her. She needed someone to talk to. God, can't go to my friends. They'll think I'm a freak! And she needed to talk talk to somebody who'd understand. Like Willow.

God, she hated this. Needing Willow. It was against the laws of man and nature. It's just  wrong.

But she had no choice. She knew what she had to do. Gathering her courage, she marched up the steps and knocked on door.

Sheila Rosenberg opened the door and smiled.

" Well, hello Cordelia. It's been a long time since I've seen you!. You've turned into quite the lady."

" Thank you, Mrs. Rosenberg. Ummm is Willow home?"

" Yes, she is, matter of fact. Do come in, dear. I'll call her."

Cordy enters the home, waiting nervously by the door.

" Willow, honey? You've got company. Come on down, dear."

" Yeah, mom? Who is it?" Willow came down the stairs, and stopped cold. Her expression said it all.

" What do you want?" Willow was barely civil.

"Willow Rosenberg. Did I raise you to be rude?" Sheila gives her the eye.

" Aw, mom" Willow complains.

" Willow?" Sheila's tone says don't go there.

Willow sighs. " Hello, Cordelia. How nice to see you. Won't you come in?" the sarcasm in her voice is thick as syrup.

" Thats better, Willow. But lose the 'tude, ok? Now, why don't you ask your friend upstairs?"

" C'mon up, Cordelia." Willow chokes out.

Willow, followed by Cordy, goes upstairs. As soon as they are out of sight and earshot, Willow turns on her.

" Ok, Cordy, what the heck is going on here? What's your deal? Why're you here?" Willow dropped all pretenses at politeness.

" Can we talk?" Cordy asks, her voice low.

" oh, sure like, never! Why the heck should I talk to you, after the way you treated me at school? Oh, and the chutzpah of showing up at my house, now? Gotta give you your props, Cordy. Too bad you can't return the favor."

Cordelia was shocked. Willow, the mousy little Willow, has never dared to talk like that to her before. It came so out of left field, was such a surprise, that it bypassed all her carefully built defenses. She feels the walls, fall, and the tears begin to follow.

" Oh, god, Willow, I'm so sorry" Cordy begins to cry. Her whole high holy bitch girl persona goes running down her cheeks in her tears.

Willow's anger immediately dissipates. She can't be accused of having a hard heart. She comes over to Cordelia, and puts a hand on her arm.

" Hey, Cordy don't" She says, " c'mon in here."

She leads Cordelia to her bedroom and shuts the door. Leading the weeping girl to the bed, she fetches some Kleenex.

" Here, " Willow says gently, handing Cordelia some tissues. " Do you want some water?"

" N-No, I'm ok" Cordelia says, trying to recover herself. " Ok, lying. Not ok. I don't know what I am. I'mso messed up!"

" Cordy, what is it? What's wrong?" Willow asks, getting worried. This is a side she's never seen out of Cordelia Chase. She's not sure she can deal with it.

" G-God I'm s-so scared, " Cordy stutters, " I d-don't know what's happening to me I I really didn't remember what happened at the Bronze not until Xander started in on me again today."

" Xander?" Willow got a disgusted look, " the bastard!"

" God, Willow, I didn't realize what he'd done. I thought you and Faith were making it up kind of trying to score points, you know hang with the popular crowd"

Willow just shot her a disgusted look.

" Ok, I'm shallow, shoot me, " Cordy says, a little defensively." But it's all I know."

" I don't think your shallow, Cordy, " Willow replies, " I think you let people tell you your shallow, and you buy into it, because it's easy"

" What, you think my life's easy?" Cordelia exclaims.

" Let's see. You're rich, beautiful, boys hang all over you like a cheap suit, you've got your own car, and you can have anything your right. Sorry, my bad. It's a rough gig!"

" Yeah, well, you see one side of it and figure you got it sussed out. But there's more. I'm always on, Willow. I can't make a mistake, or the sharks who swim around me, pretending to be my friends, will turn and attack me. I don't even know if I've got any friends. Because I'm rich" She looked miserable. " Do you know what it's like not being able to trust anybody?"

"Poor little rich girl," Willow mocks. " Sorry if I'm not crying all over you right now!"

" Yeah, well what about you? ' Poor me, because they all pick on me'. God, that's a load. Get over yourself, Willow. Nobody gives that much a damn about you."

They glared at each other, burning in silence.

" So, why'd you come here, then?" Willow finally asked.

" Because" Cordy's frown gets deeper. " I need someone to talk to someone who'll get it. Someone who's already a freak"

" Ok, not scoring points here, Cordy," Willow growls.

" No, I didn't mean it that way. I meansomeone who's already a freak because I'm thinking I'm one"

Willow looks at her, puzzled.

" Xander my relationshipor whatever, isn't the worst of it. Hardly even close."

Willow shakes her head, not understanding.

" I have these dreams" Cordy says, her voice getting quieter. " In them I'm flying  flying high above Sunnydale. Like a bird I am a bird I can feel it, sense it. I'm hunting, looking for a kill. I soar over Sunnydale, looking for prey" Cordelia's voice takes on an awed quality. " I'm hungry, so hungry I need something to kill I look around and find something usually a fish or a rabbit"

" Rabbit?" Willow gulps. " You hunt rabbits?" She thinks of little cotton tailed cute rabbits.

" Willow? please focus! It gets worse. I hunt, flying loving the feeling it gives me. The rawness of it, the unspoiled pure desire"

" Ok, still not getting this Cordy. I mean, everybody has flying dreams"

" Not like this. God, never like this. I'm flying, and I see it. Prey. Something I want, something I need. I swoop down, I'm over the lake"

" Lake? What lake, where did the lake come from?" Willow's having a hard time following Cordelia's train of thought.

" WILLOW!" Cordelia almost screamed it out, " just let me finish!"

" Ok, " Willow sounded a little sullen." You're flying over some fricking lake"

" Flying high, but I can see so much I can see everything it's all so alive, so clear to me. And I see it, in the lake swimming the fish I'm all focused on the fish"

Willow is about to say something, but seeing Cordelia's look, thinks better of it.

" I dive down I feel this feeling, this utter feeling of almostgod, it's like an" Cordelia looks at Willow, decides she won't get it, and changes metaphors, " Like eating chocolate ice cream. God, I want need it so badly I diving downand I see them"

" Who? Who do you see?"

" Not who, what. Claws. I have these huge claws. Talons. Razor sharp"

Like, that's so different, Willow thinks, looking at Cordelia's perfectly painted nails.

" God, they're scary, but seem so right, at the same time. I reach the surface, and extend my claws skimming for the fish skimming and I've got it. I feel it in my claws. I go up, up , up. The fish wriggling in my grasp. It's a big fish, and it's wriggling trying to escape. But I know it's useless. My claws have it hooked tight. It wriggles, and I can sense its fear I can sense it and I relish it. Almost as much as I'll relish ." She trailed off.

" What?" Willow, fascinated now, urged. " What?"

Cordelia just looked pale, and shivered. There's an expression that rarely ever graced her features. A look of self disgust.

" I fly up with my catch, looking for a place to perch," Cordelia continued. " I find it a small cliff in the hills. I land, dropping the fish. It flops around, dying. I'm looking at it, feeling the anticipation. I want it now. Before it dies, I need it now. I approach it, feeling my wings feeling everything. I hop on it, and oh god" She trails off again.

Willow saw the pain and embarrassment and the disgust she felt, and she felt empathy. She'd never seen Cordelia so open, so exposed about anything. She reached out, and took Cordelia's hand. Cordy looked up at her, a little surprised. But there was also a grateful look in there.

" It's so horrible, " her voice was hoarse with emotion, " I started tearing it apart. Ripping through it's flesh and scales, ripping it, feeling the blood. It was god, it was awful."

" Of course it was, " Willow says, squeezing her hand, " it must've been terrible, seeing that "

" No, you don't get it, " Cordelia cried out, " you don't understand."

"What? Cordelia? What?"

" I liked it. Oh god, I liked it so much. it was  like god, I can't describe it but it was like  you knowlikecumming"

" Cordy!" Willow blurts out, astonished. She's open mouthed.

" There's worse, though. Much worse"

" I don'ttell me!" Willow insisted.

Cordelia hesitated, afraid. God, if she rejects me god, it's all over. I'm all alone. With this. How can I tell her? But I gotta tell someone. I gotta. Or I'm gonna go nuts!

" That isn'twasn't  the worst dream I had. I've had others, with other prey. I've had them where it wasn't an animal I attacked it wasnt  it was.. oh god" Cordelia groaned.

" Tell me, Cordy," Willow says, calmly.

" Children, " She almost whispers, the images so horrible. " I took children and ripped them apartand bathed in their warm blood and god, the pleasure was so much more intense" She looks down.

Willow sat there, open mouthed. She was horrified. But she saw Cordelia; really saw her, and saw it was tearing her apart. Instead of feeling like needing to want to run and scream , she felt empathy. Felt her hurt, her pain, her disgust She stayed there, not running. She heard a low moan come out of Cordelia.

" Oohh, god, I'm such a freak!" Cordelia cried out. " I'm a monster. A MONSTER. Killing children, and feeling that oh god, what's wrong with me? I'm some kind of mutant monster freak!" She breaks down again, crying.

Willow ached for her, and instinctively gathered her in her arms. She rubbed her back, and caressed her hair, gently holding her.

" Shhhh it's ok, it's ok. It's just a dream, just a dream"

"No, it's more it's too real, too vivid. I know it. I can feel it, taste it.. and I feel the desire for it, want it oh god, I hate me. I hate this. Feeling like this. I'm a freak. Who could want me? Love me, like this? I'm some kind of monster, I'm EVIL!"

" No, shhh no, that's just wrong. You couldn't be evil. Can't be, and feel like this about it," Willow is even more surprised then Cordy by her words. What the hell am I saying? Cordy, the evil bitch queen from hell? And I'm telling her she's not evil. But god, she's so lost so miserable I can't be angry with her, not now. Not like this, not with her so hurting!

Cordelia looked at her, amazed. She couldnt believe that Willow really got it, understood, and didn't run screaming or hit her or something. Or make her feel like a cheap whore, like Xander always did.

" You do get it, don't you?" Cordelia's voice is awed. " You do and you don't hate me?"

" Of course not!" Willow says, still holding her. " Don't be stupid!"

" God, Willow, I've been such a bitch to you and  oh, I'm so sorry so sorry" She started to cry again.

" Don't don't!" Willow chided her gently, " God, aren't we wet enough from the waterworks?" She poked her gently.

Cordelia smiled, a genuine, face lighting smile.

"Why're you being so nice to me?" Her voice grows suspicious. " Why're you being so nice to me?"

" Cordy, don't go there, please?" Willow didn't exactly want the bitch queen back. " I get it. I get how it feels to be a freak, ok? Don't even get hostile now"

" I'm sorry, really, I'm really sorry, " Cordelia said. " Just no one's ever well, it's hard to trust. And I'm sorry about before earlier I was so  I'm sorry."

Willow looked at her, her turn to feel suspicious. But she sees genuine contriteness in Cordelia's expression.

" You really are, aren't you?" Willow asks.

" OH god, yes! I was so horrible to you and to.. Faith I attacked you after what you did for me "

" You were horrible" Willow nods.

" I was jealous, I guess," Cordelia admits, in a barely audible voice.

" I'm sorry that was my bad ear. I thought I heard you say you were jealous?"

" Please! It was hard enough to say the first time, " a little of the old Cordelia come out as she recovers. " Ok, that was just mean look you and Faith whatever. I mean, if that floats your boat, ok. I get it. Yeah Ellen and all that. But that wasn't why I was jealous."

Willow looks puzzled, but Cordelia logic always does that to her.

" I mean, I'm not that way, get it?"

" Ok, yeah, never thought you were"

" Ok, but why I was jealous was, well, I saw you I mean, I came up, and saw the kiss. And god, it was so shy, and so sweet, and so genuine it was just and I saw red, because I've never had that, never willnot not being a monster freakazoid like I am."

" I'm a freak too!" Willow blurts out, before she can think.

" What? Oh please, just because you love a girl god, I've got a cousin that's gay that doesn't make you a freak"

" No, now you don't get it there's more" Willow blushes furiously. What the hell are you doing? Telling Cordy? This is so wrong. So wrong on so many levels!

" Ewww don't wanna hear!" Cordelia withdrew a little.

" No not that that hasn't happened God!" Willow blushed furiously.

Cordy's turn to look puzzled.

" You gotta swear. You gotta promise you won't tell anyone!" Willow looked at her, all serious. " Pinkie swear" She held out her pinkie.

"What are we, like, 7?" Cordy shakes her head. But Willow persists. " Oh, ok. For god sakes." She holds out her pinkie.

Willow wraps her pinkie around Cordelia's, and then tugs. When it breaks, they both yell out " Pinkie swear!" Cordelia felt foolish.

" Ok, what? What's so important we had to do that?" Cordelia looks sideways at her.

Willow looks at her. She's been jonesing to tell someone. Needing to. But she couldn't tell Buffy. She could just see Buffy's reaction. And  she knows Cordy'll never tell. Not now . Not knowing what she knows

" It's Faith, " Willow says, in a very small voice. " She's got a thing"

" Thing?"

" You know a thing!"

" What? Not getting it? She's kinky?"

" NO! I mean, no, I don't think so maybe, I don't know " Willow blushes furiously.

" C'mon, Willow. Spit it out. I showed you mine"

Willow blushed deeper.

" That's just it, " Willow said, almost in a whisper. " She showed me hers and it's a penis!"

The look on Cordelia's face is priceless. It's as if she's had ice water thrown in her face, followed by a slap. She sits there, stunned for a minute. Then she frowns, and starts to get angry.

" That's just mean!"

"Huh? What?"

" I can't believe I trusted you!"

"What are you talking about?"

" That! I told you my deep dark secret. I laid it all out for you, and then you do this?"

" Do what?" Willow was confused. "What did I do?"

" This. THIS! You lie to me. I tell you my most awful secret, and you tell me you've got one, and you lie!" Cordelia stood up, all full of righteous fury, " I trusted you, and you  lie to me!" She makes to go to the door.

" Cordelia Cordy! Please" Willow runs after her.

" No, get away from me!" Cordelia shoves her.

" I'm not lying. I'm NOT! It's TRUE. FAITH'S GOT A COCK!"

Willow's hands flew over her mouth, realizing she just shouted that out. She looks red and mortified.

Something in Willow's tone , the desperation , makes Cordelia turn back and look at her. Seeing her expression and reaction, she stops.

" No way. That's not possible!"

" Way oh, God, so WAY!"

Cordelia moves back into the room.

" You you've got to be wrong. There's no way. Girls don't have I mean, we've got  but not penises no you've got it wrong. Someone fibbed to you!"

" I saw it myself, that night in the Bronze. She showed it to me, in the girls room."

" Ewww!"

" What?"

" Well, she  he can't be a girl. She's a guy she he has to be. Girls don't have dicks!"

"No shit? Gee, only been one what all my life! But she's got one. She does!"

" Then she is a he! "

" No, she's a she. She swears she never had one, not before that night in the Bronze. She swears until that night, when she sat down, and we started to  well" Willow blushes, remembering the intense feelings at the table. "  she swears she had a vagina, just like everybody else"

" No way! God, she's lying to you, and you're buying it!"

" No, she's not!" Willow got defensive. " I know. She she doesn't smell like a guy. She smells like a girl."

" How would you know?" Cordy asked. Not being mean, just considering, curious.

" God, I've had dates! Ok, they didn't go so well, I lose the ability to speak in sentences, but I've had dates. For goodness sake, my best friend one of them, is a guy. I can tell the diff!"

" Still maybe he has a hormone imbalance. I mean, looking at her him you'd think he was a girl"

" No goodness, ok her boobs? Real!"

" Ok, now I know it's a lie. No way!"

" Way. I er I " Willow went read again" Well, we were fooling around, kissing and I geee I touched one."

" What? You felt her up?" Cordelia chuckles. " Are you sure you're not a guy?"

"CORDY!"

" Kidding, I'm kidding!" Cordy says, putting her hand on Willow's arm. " Justwell, there are such things at boob jobs"

" NO, . I mean it was her reaction to being touched there"

" Ok, huh?"

" You know well as I do how sensitive our boobies are. Guys aren't wired that way. Well, when I touched it, she jumped. Like I put an electrode to her. That's just something  she's a she, I know it!"

" Ok, ok she's a she, got it!" Cordelia put up her hands. " You don't think" she trails off.

"What?"

" Well, maybe she was born maybe she's a heshe? Awhatchamacallit?"

Willow looked like she swallowed bile.

" No, I told you. She didn't have one before, and I believe her!"

" Ok, ok, chill out I believe you" Cordy smiles.

" So, guessing I'm kind of a freak too. See. I'm a freak too. So, not  bad get it?"

Cordelia nods.

They sit silently for awhile.

" I gotta know." Cordelia said, her curiosity overcoming her decorum.

" What?"

" About Faith"

" What about Faith?"

" Well you said you saw herummm thing, right?"

" Penis, we can say penis, yes?"

" Ok, her penisummmgosh how big was it?" Cordelia blushes.

" Huh?" Willow blushes. God, what does that matter?

" Just well, you gotta admit ok, I'm a snoop. But how big?"

Willow shrugged. She held up her hands, together, then spread them until they were approximately as long as she remembered Faith's penis being.

Cordy's eyes go wide.

" Noway!"

" Way!"

" My god, she's hung like a horse!"

Both girls look at each other, and break out in embarrassed giggles.

" How.. thick?" Cordelia asks, already a little awed.

" This thick," Willow holds up her fingers circled.

" Oh my god!" Cordelia blushes deeply. " I wonder if you get tired of her.. can I have her?"

Willow shoots her a dark look.

" Ok, kidding, again!" Cordy smiles. " You know, there might be something to this gay thing"

" STOP!" Willow punched her arm, but it was friendly.

" Ow.. ok, geeze"

" One thing. You can't ever , EVER tell her I told you. You can't knowok?"

" Yeah I guess, saying " how's it hanging?" not gonna go over well?"

" STOP!"

" I promise, I promise just no more hitting!"

" 'K "

"uhhh?"

"What now?"

" Did you well, she showed it to you did you touch it?"

Willow turns seven shades of red before she nods.

" And?"

" It felt kinda nice" Willow's voice goes low.

" I bet!"

" You don't know?"

" Of course I know!" Cordelia says a little too quickly. She blushes. " Ok, well not really "

" Not Really?"

" Hey! I'm not a slut! I've only slept with Xander, and he's kind of funny anybody touching ' Little Alex' as he calls it."

" Oh my god. He calls his thing ' Little Alex ' ?" Willow giggles

" I know. He's such a dork!" Cordelia starts to laugh, then sobers up. " Hey, this is just between us, ok? If he ever finds out I told ANYONE, I'm so" Cordelia looks scared.

" It won't. Promise!"

" Ok, then, " Cordelia was relieved. " So, I guess I guess we're friends?"

" I guess." Willow shrugs.

" So, what? Do we hug?"

" I guess" Willow doesn't sound all that anxious.

They do hug, but it's more that hug women share that are rivals than friends. A kind of back slapping hug without much body contact.

Willow gets an evil idea, and she reaches around, giving Cordy a squeeze on her butt. Cordy jumps.

" HEY! Don't! I don't do that with girls!" Cordy protested.

" Kidding!"

-10-

A bright moon shone over Sunnydale and the surrounding woods as the couple, married an in their mid thirties, ran down the path.

Carrying a blanket from the car, they looked for the perfect place. Both were horny, naked and jonesing for a little adventure. Their lovemaking had become a little  well predictable, and they were looking for an adventure.

An adventure they would regret for the rest of their lives.

Giggling like teenagers, they found the perfect spot. A small clearing near the highway, seemingly rock free. Spreading the blanket, they stood, and took each other in arms. The kissing started to get passionate.

They fell on the blanket, and things began to heat up for real. Touching, kissing and moving all began to sync, and both knew it was going to be the best time they've had together in awhile.

Just as the husband was about to enter her, he was knocked forcibly off her, and laid stunned and bleeding. He quickly lost all arousal when he saw what hit him.

A huge beast towered over his wife. Turning, the beast attacked him, tearing out his throat and life in one swipe. The man lay like a mannequin, stiff, cold, lifeless.

The beast turned back to the woman, who, having slightly recovered from shock, was crawling away on her back. The beat leaped on her, pinning her to the ground. The woman, already near shock, screamed.

The beast slavered over her. It reared up, and dove at her crotch, in one bite of its huge jaws disemboweling her through her vaginal region. The woman screamed in agony, and then died from shock and blood loss.

The beast, just starting, tore her apart, devouring its kill with relish. Turning on the body of the husband, it tore him apart, worrying and consuming the meat with relish.

Its horrible deed done, the beast reared up, relishing the thrill of the kill.

There was something oddly familiar about this beast. Something that sent chills down the spine.

Its mane was red streaked. Punker style.

It was Veruca, in her lycanthropic form. It  she relished her latest human kill.

She lifted her head again, and ululated her triumph!


	5. Chapter 5

Disclaimer: I don't own any of these Characters, Joss Does

Rating: Somewhere between NC-17 and R.

Summary: Totally A/U fantasy of a slightly Different Sunnydale

A/N: Need feedback Praise or Flames but hopefully mostly Praise  
e mail

Disclaimer Two: besides the name change which may change again. this fic has themes that may be squeemish to some people. read at on risk

WARNING: eventhough this will be primarily a femmeslash story there will be hetsex. there is also extreme violence

Initiative, Part 5

-1-

Midnight in the forest near Sunnydale.

The sounds of footsteps crashing through the forest can be heard . Low voices, murmuring to each other carry in the otherwise quiet forest. Two people, one tall and dark, the other rather short and blond, emerge into the moonlit clearing. They pause to rest a moment.

" Aw, poop!" Buffy says, bending up her leg to inspect her shoe.

" What happened?" Angel, concerned, comes over to her.

" No, really poop. I think I stepped in something back in the trees."

" It's probably only mud, " Angel, smiling, gets down on his knees to take a closer look at Buffy's shoe. His nose wrinkles a little. " Really stinky mud." He stands up, backing away.

" Waaah! It's just my luck, the way things have been going lately, " Buffy complains, going over to a tree and using it to scrape her shoe. She scrapes it on the bark a few times, then uses a patch of grass to try to wipe it clean. She lifts it, looks, and still has a sour face. " Guess I'm poop girl 'til I can get home to clean these."

" C'mon, Buffy, it's not that bad…"

" Not that bad? Have you been paying attention? Everybody's been all edgy lately, I mean with all the weird stuff going on. I mean like, look at Xander and Cordelia, acting like the couple of the year. Now, that's weird! And then there's the weird stuff happening at school, what with…"

" I meant, the shoe. It's not that bad." Angel says, grinning a little.

" Oh, " Buffy is quiet for a moment, embarrassed. Then she barrels on. " But I mean, did you notice how weird Giles has been acting? Like he's being watched or something… and how hostile he was with Xander? Oh, yeah, you weren't there, but he got all …" Buffy raises her hands like claws, and bares her teeth " … EEEEEE… with him. And he seems to be watching me closer than usual…"

" Well, he IS a watcher, Buffy. That's what they do. Watch."

" Yeah, well, I wish he'd start watching Masterpiece Theater. It's getting a little creepy." Buffy gets a strange expression on her face, " and what's with Willow's new gal pal? I mean, who is she, anyway? Where'd she come from? Why is she here? What's her story, anyway?"

"What's up, Buffy?" Angel has a sing song tone to his voice. " Maybe a little jealous?"

" Huh? What? ME? Oh, please!" Buffy frowns, waving her hand dismissively, " That's silly. But I mean, Will is my best friend. I don't want her to get hurt, you know?"

" Uh-huh," Angel says, not really paying attention. " Did you hear that?"

" What?"

" I heard something… coming from over in that direction" Angel points north.

" I didn't hear anything…" Buffy looks where Angel is pointing.

" Enhanced hearing, Buffy. One of the perks of being a vampire, " Angel says ironically.

Buffy sighs, " Fine, lets go check it out." They start north, Angel leading the way. " Did I tell you about those weirdoes that showed up at school the other day?"

" Weirdoes?" Angel isn't really paying attention.

" Yeah, they looked like they stepped right out of " Men in Black" except, well, one was a woman… and me and Willow, well, we were going to class, and they stopped us, and looked us over like we were prime cuts at the butcher shop…" Buffy notices Angel isn't paying attention, " … then they captured us, and took us up to their spaceship, and did experiments on us, and they gave me a third eye, and they made Willow dance naked except for a tutu, then they introduced us to their leader, and we flew away and were never heard of again…"

" That's nice, Buff, " Angel is walking ahead, listening for more clues, sniffing the air occasionally like a hunting dog.

" You're not even listening, are you?" Buffy stops, crossing her arms over her chest. Her voice sounds a little pouty.

" What?" Angel hearing her tone, turns and sees Buffy has stopped.

" You're not paying attention to a word I'm saying, are you?" Buffy pouts.

" Buffy, we're supposed to be hunting werewolves. That's why Giles sent us out here. I have to try to track them…"

" This is important, Angel! Something strange is going on in Sunnydale…"

" Sunnydale and Strange? Not exactly a new phenom, Buffy."

"Stranger than usual, Mr. smarty pants!"

" Ok, Buffy, ok, " Angel looks at her with a bemused grin, " I'm all ears."

"Well, forget it! I mean, if you're going to be all lofty and haughty and stuck-uppity about it." Buffy turns away, upset.

" Buffy, " Angel quietly approaches her, putting his arms around her.

" I'm sorry, " Buffy says, looking up at him, " I'm being a baby, I know. But everything's just been so weird…"

"What's been weird, Buffy?"

" Well, just like everything I told you, if you'd been listening, " Buffy says, " well, ok, not the alien space ship, but the rest. And also, those weird people, and then Xander goes missing for a day…"

" Xander was missing?"

" Well, yeah. And when he gets back? He's acting all Mr. nice guy again, but lately he's been all weird and secret agent-y, and then there's that Faith girl. I mean, I know she's Oz's cousin, but where did she come from, and why IS she here? And she and Willow are getting too cozy, if you ask me… way too fast… and then …" She stops. The next is rather scary for her.

"What?" Angel senses her mood shift. He rubs her arms, to comfort her.

" I've been having these dreams…" Buffy feels the anxiety building in her remembering them, " really scary dreams."

" Slayer dreams?" Angel asks, " Something about an apocalypse?"

" No… nothing like that. It's just… I'm in this lab, and they have me strapped down, and they're poking and prodding at me, and …" Buffy blushes, " they're getting kinda personal with the poking…"

Angel stiffens a little. " Personal?" He doesn't sound happy.

" No, not like… geeze, like a gynecological exam, you know? No, I guess not… it wasn't like sexy, more like a doctor's office… but it wasn't… it was some kind of lab… but then they stopped, and took me to this vat of chemicals… and dumped me in… and I was dissolving…"

" Buffy, maybe it was just an anxiety dream, like dreaming your naked in front of the class, or …"

" Well, thank you, Dr. Freud!" Buffy's tone is sarcastic, " it wasn't like that at all." Buffy's voice gets low." It was horrible, like a nightmare… except I woke up… and I had burns all over my body…"

" Burns, Buffy?" Angel asks. He sounds doubtful. "Are you sure you weren't still dreaming?"

Buffy gives Angel a strange look. She shrugs off her jacket. She starts to unbutton her blouse.

" Buffy! What're you doing?" Angel sounds a little anxious. " I don't think…"

" God, Angel, get real, ok?" Buffy lowers her blouse so her shoulders show. " Come here."

Angel hesitates, then walks over to Buffy. She turns and presents her back to him. He carefully inspects her back, and his expression changes to one of concern.

" Buffy! My god, are you alright?"

" Well, yeah… but it was scary… and I've had that dream a lot… but never so vivid, and so…well, physical before… but since, I've woken up red and sore every time I have it…"

He reaches out, and gently touches her back. She winces.

" That's terrible, Buffy! Maybe you should see a doctor about it…"

" I've been to a doctor, there wasn't anything really she could do… she gave me a prescription, and all… but still getting the dreams… and…" She looks up at Angel, tears in her eyes, " … I'm really scared, Angel…"

" Shhh… Buffy, I'm here, " Angel says. He gently puts her blouse back on her shoulders, and gently, very gently takes her in his arms.

" Promise?" Buffy looks up at him, hopefully.

" Promise!" Angel affirms.

Buffy turns in his arms, laying her head on his chest. She sighs softly.

" I just wish you were around more. It's like, with you it's you're here, then you're not here… you're Mr. Mystery man all the time," Buffy looks up at him, " Sometimes I just feel like it's " Hi honey. You're in danger. Seeya later."

" Buffy, it's not that simple. You know what I am…"

" Do you really think I care about that, Angel? I don't care that you're a vampire…"

" This is not a Anne Rice novel, Buffy. We can't be together… not like that. I'm not a man, Buffy. I'm a thing… a monster." Angel breaks the hug, and moves off from Buffy. " I'm the thing you're supposed to kill."'

" That's nuts, Angel. You're not a typical Vampire… you've got a soul," Buffy comes to him, putting her arms around him." You've proved to me time and again that you love me. And I love you… you know that."

" It's not right, Buffy, " Angel says, but his resolve is weakening. You can see it on his face.

" What's not right?" Buffy says softly. She comes around him. " Look at me , Angel." Angel makes to turn away, but she stops him. " Look at me!"

" Buffy," Angel says, his tone almost pleading, " We … we have work to do…"

" Angel, we're right. I know it. I can feel it here, " She takes his hand, and puts it on her heart, holding it there. " Feel that? It's beating for you…" She looks up into his eyes. She runs her hand up his arm, and encircles his neck with it. " I love you, Angel… please, I need you. Whatever this is, is scaring me silly. I … please…" She gently pulls down on his neck.

Angel leans over, and their lips meet. Her other arm drops his hand, and slides around his neck to meet the first. She kisses him deeply, a satisfied sigh escaping her. His arms go around her, gently holding her as she melds herself to him. The kiss becomes more passionate, as Buffy starts to rub herself against her lover. They seem lost in their own world.

They break apart quickly when they hear a howl close at hand.'

" Oh, my god. What the hell was that?" Buffy says, looking around.

" Sounded like wolves… came from over there…" Angel points north.

They head towards the source of the noise, their passion temporarily forgotten. They come upon a clearing, and Angel puts out a warning hand, stopping Buffy. She ducks his hand, and goes around it, looking into the clearing. She turns pale, and turns around, vomiting.

The scene looks like a war zone. Blood is everywhere, blackened in the light of the full moon. The bodies of the victims are torn and scattered, parts lying every which way. The worst is the smell, a rich coppery smell of blood, combined with the stench of urine and excrement; the leftovers of the victims voiding themselves as they died. Buffy, sickened, dry heaved into the bushes as Angel stands silently , alert. His enhanced sense of smell is picking something else up, something other than the blood and urine and shit. Something… alive.

Buffy recovers, and goes to Angel, about to speak when he puts his finger to her lips. He pulls her down behind some bushes.

" What ?" She whispers

" Buffy, quiet. Something…" He whispers.

They wait quietly. Slowly, a figure emerges out of the trees. It's large, very large, and walks on its hind legs.

But it's not human.

-2-

Veruca relishes her feast. She tears into her victim's genital region, snapping and slobbering, tearing more of the sweet meat of her victims sex. She tosses the morsel into the air, and catches it in her waiting jaws.

To her, this is the sweetest part of the kill. It always is. She can taste the fear of the victim, concentrated in their sex. She nibbles at the female's crotch, savoring the sensual pleasure it gives her. She bites again, chewing lustily.

Then her head snaps up, hearing something close at hand. She stops, and rises, looking around. Her wolf senses don't tell her danger, but she is ever wary. She crouches, in case.

Out of the trees, another figure emerges. It also is lupine in form, though somewhat smaller than her. It too walks on its hind legs, being an anthropomorphic member of the species. It stands, glaring at her, a low growl in its throat.

Oz, or what's left of him, stands staring at the scene. He feels mixed emotions. On the one hand, his humanity, that spark that exists in the wolf form, is repulsed. The blood, the smells, the carnage all sickens him. He growls out his disgust.

But a deeper, more elemental and ascendant part of his being is attracted to the kill. He feels his mouth water as the blood, the wolf blood in him, urges him to partake in the kill. He feels the call of bloodlust, and fights to resist.

He stands, pawing the ground as his mate watches him. He feels a desire to attack her, to fight her. But her size, and the fact that she is the Alpha Female of the pack , keeps him in place. Eon old laws of the pack subdue him, keeping him in line, not challenging her authority; for now at least. He stands, frustrated. He wants to turn away, to run from this scene of horror and mayhem and death. He, Oz, wants to attack her, to kill her. But he can't. He can't.

Veruca throws back her head, and an ululating call emerges from her throat. Her throaty howl recalls with Oz the thrill of the hunt, the pleasure of the kill, the sweetness of taste of fresh killed meat. At that moment, his humanity is subdued, and the wolf, the beast takes over in him. He advances into the clearing, his stomach rumbling with hunger. His mouth craving the taste of blood.

Veruca watches as he approaches the body of the male. She lets out a yelp, as if commanding him to tear into the male, taste the sweetness of the kill. Her own hunger rises. She shoves it down, watching her mate. The next few minutes are critical. If he fails to feed, she'll have to kill him.

Oz approaches the body of the male, still warm from its recent death. He noses at the wounds, smelling the rich coppery scent of blood. Whatever little bit of Oz is still present screams against this; its beyond perverted. The power of the wolf is too strong, however, and the gorge of desire overwhelms any thought, any feelings but one; to feed. Oz, the wolf, tears into the body, snapping his powerful jaws and tearing meat away from the gut of the victim. He raises his head, and quickly gorges down the meat. He howls in ancient satisfaction. He begins to claw at the feast set before him.

Veruca, satisfied, returns to her kill, tearing at the tender flesh, feeding with a lusty relish. She tears at the flesh of the female, burying her snout deep into the body cavity to take pleasure in the rich smells. She lifts her head and lets out a howl of triumph.

They are still feeding, clawing and tearing at their victims when they hear a noise. Their ears prick up, and they raise their heads, looking around warily. Although the feel no particular fear, they are cautious by nature. They quickly retreat into the surrounding trees, to wait and to watch.

-3-

Angel and Buffy watch in horrid fascination as the werewolf enters the clearing.

They look at each other, and Angel nods to Buffy, indicating she should flank it on the right. She gets out her crossbow, and readies it.

" NOW!"

Buffy and Angel rush into the clearing, heading for the wolf. It rears back, coming to its full height. Its massive claws rake at Angel, ripping a wound in his arm. He vamps out, attacking the monster with a kick it hardly feels. It rushes Angel, knocking him over onto his back. It tries to bite him with its massive jaws, but Angel keeps it away with his hands at its throat.

Buffy aims her crossbow, ready to fire at the beast when she's blindsided on her right. Oz, seeing Veruca attacked, attacks Buffy when her attention is distracted. Her crossbow goes flying, and Oz is on top of her, attempting to bite her neck and kill her.

Buffy struggles against the beast, feeling its warm, fetid breath wash over her, sickening her. She manages to squirm underneath it, bringing her legs up, and shoving it off her. She quickly regains her feet.

Angel in the meantime has somehow gotten Veruca off him, and still vamped out, circles her, trying to find an opening for attack. Veruca watches him, and lunges, knocking him back off his feet.

Oz watches Buffy, looking for an opening. They circle, each trying to find an advantage.

Angel has managed to again throw off Veruca, and is on his feet. He attacks, hitting her with a sweep kick that knocks her off her feet.

Oz lunges at Buffy, attempting to overwhelm her, but she dodges and kicks him, bringing him to the ground. She sees her crossbow, and quickly recovers it. Oz is on his feet, coming at her when she fires. The shaft hits him in the leg, and he howls in pain. He runs off into the woods, wounded.

Veruca in the meantime has managed to get on top of Angel. She's bringing her powerful jaws to bear, about to bite his neck and end his life when Oz howls. Looking up, she sees Buffy aiming the crossbow at her. Snarling, she gets off Angel, and advances at the human that wounded her mate. She lowers for an attack when Angel kicks her hard from behind, forcing her into the dirt. Buffy lets loose an arrow, which barely misses her. Veruca, realizing she's surrounded, and could be very dead, very soon, snarls at them one last time, and then turns tail and runs into the woods.

Angel, still angry, still vamped out, is ready to pursue the pair when a hand restrains him. Not thinking, he turns and growls . Buffy, surprised, backs off a little.

" Oh, god, Buffy. I'm sorry, " Angel morphs to his human form. He approaches Buffy, who backs off a little more. She looks pale, her eyes wide open in fright. " I didn't mean to scare you…"

" No, not you… I'm just…" She looks at her hands, " damn, I'm shaking… I… I gotta get out of here…" she turns and starts to walk away, but is hit hard by the sight of the torn up bodies. She stands, staring, her body seemingly frozen. She starts to tremble all over.

Angel comes up behind her, and wraps his arms around her. She leans heavily into him.

"What… could do something like this, Angel? I mean, I know they're werewolves… but this is beyond just killing… "

"Buffy, they're beasts. Beasts kill."

" No, Angel… this is beyond just simple killing. Beasts kill to eat, to defend themselves… whoever did this?"

"What?"

" They had fun doing it."

-4-

" Sit down," Buffy orders when the reach another clearing, far from the previous scene of carnage. As gently as possible, she pushes him down onto the ground

" What?" Angel looks at her with surprise, " don't you think we should get back? Report to Giles what we found?"

He starts to get up, but she pushes him back down. She removes his coat, and pulls off his shirt.

" Giles can wait. I want to make sure that… thing… didn't hurt you." Under the bright moonlight, she inspects his chest and back for scratches, bruises and bites. Her hands run over him quickly, inspecting for wounds she can't see. "Everything seems to be ok." Her hands start to move more slowly, lingering on his well toned torso. She leans against him, her head on his shoulder. " You feel ok?"

" I'm fine, Buffy. I heal fast" Angel is too aware of Buffy's closeness, the warm breath on his neck, the way she smells. He starts to rise, but she holds him down.

" No, " Buffy says, her voice taking on a sensual, throaty quality, " I mean, you feel ok." Her lips are on his neck. Her hands reach around, caressing his chest.

" Buffy, I don't think…." But she cuts off his protests with her mouth. Her tongue pushes into his mouth, dominating it. She reaches down, and starts to undo his pants.

" Don't think… don't think, " she commands, breaking the kiss. Before he can even react, she's in front of him, tugging and pulling off his trousers. He isn't wearing underwear, and she looks admiringly at his swelling penis. She reaches out and strokes it lightly, making it throb and jerk. She giggles, and looks into his face.

Angel sees something in her eyes. Something he's never seen there before. Lust. Pure and simple lust. His own blood, up from the fight, responds to her, and his breathing becomes more labored.

She pushes him back, laughing . Almost instantly, she's thrown off her own clothing, and she stands over him. Her body is lithe, trim and tanned, in contrast to his pale sculpted look. She walks over to him, and sits on his stomach. Leaning over, she kisses him passionately.

" Gimme, " She whispers hoarsely when the kiss breaks. She rubs her sex along his body, her dampness apparent. She leans up, and runs her nails over his chest. " I need you, I need to feel you in me."

Without ceremony, she stands up and shifts downward, squatting just over his now erect penis. Slowly, slowly she lowers herself onto him, impaling herself on his shaft. Her eyes widen and she lets out a little yelp of pain when he penetrates her hymen. But she's beyond caring. She pushes down, taking all of him inside her. Her inhibitions gone, her lust in control, she starts to ride him, moving up and down on his throbbing penis.

Angel sits up, and pulls her to him, enveloping her lips with his in a kiss as their bodies rock back and forth. Their need takes over; there is nothing romantic or gentle about their lovemaking. They bang together, and seem to lose themselves in their desire.

Their moans and grunts become louder, more animalistic as they approach orgasm. Their bodies seem to shift, changing shape from human into the animals whose genes they share. It 's a shift motion, from human to animal and back, never settling but intensifying as they rut in the dirt.

Soon they no longer resemble humans, their animalistic sides taking complete control. Both are growling and squealing and biting, the moment close… close… very close….

Then, as it arrives, they both throw their heads back, howling in inhuman lust as their bodies are pushed over the edge. Angel's seed shoots into her, and her own body reacts, pulling him, milking him of his precious cum. They fall over, still squirming and pumping, each taking more from the other.

Finally, sweaty, dirt streaked and exhausted, they stop, still coupled, as exhaustion comes over them. They lay still, their needs met for now, their lust abated. They drift off into sleep entwined in each other.

-5-

Blood.

She smells the blood even before she sees it. She moves, face close to the ground, taking in the rich sensual scent. She realizes she's moving on all fours, and doesn't feel strange about it. She feels strong, and powerful. She moves, searching out the scent. The blood. She feels the hunger rise in her.

She moves into the place, the place of man; the cave that isn't a cave. Her eyes, accustomed to the dark, are dazzled when she moves into the light. She blinks for a second, and then sees it.

Her mate, over the bodies, lapping at the rich dark gouts of blood. She is smaller , striped. She looks up and greets her mate with a purring growl. Her tail whips in anticipation.

She jumps up next to her mate, nuzzling her, feeling her passion rising. She moves to the kill, and with her mate, licks at the blood, feeling her hunger gnaw at her. Together, they tear at the flesh, relishing the warm blood in their mouths, the taste of fresh meat. They feed ravenously, tearing and eating, together.

As her hunger is satisfied, she feels her lust grow. The imperative to mate. She smells her mates readiness. She purrs, low and throatily, and comes behind her mate. She mounts her back, digging her claws into her mate, who screams her own lust and desire. She feels her own arousal grow…

Faith sits bolt upright, her body drenched in a cold sweat. Her eyes are wide, and she's breathing raggedly. She feels the fear and disgust gnawing at her gut.

God, another one of those fucking dreams, she thinks to herself, finding her whole body trembling. She looks around in the darkness, and can't help but check her own hands(paws?) for blood. Her heart is beating rapidly in her chest, and her throat is dry, so dry.

She makes her way shakily to the kitchen, still upset about her dream. She flips on the light, and it's then she notices that the door to Oz and Veruca's bedroom is open.

Oh, crap! She thinks to herself, rushing to close the door. that's just what I need. Oz and Elvira comin' out and checking me out, wondering why I'm up at this time. I can't go another round of ' Let's psychoanalyze Faith'. Not tonight! As she reaches the door, she peers in, hoping to find them undisturbed.

Instead, what she finds disturbs her. No one is in the bedroom. The bed is empty, and still made. What the fuck? Did they go out? When? She moves in, and touches the bed. Cold. They've never been here. Not tonight, anyway. What the hell is going on?

She moves into the kitchen, and looks at the clock. 4 fucking 30 in the morning. Where the hell are they? Did they get in an accident? Shit, they might be lying in a ditch somewhere, dead or dying. Shit, shit, shit !

In her gut, she knows that just doesn't make sense. Something else is wrong here, very wrong. She realizes that it wasn't only the dream that woke her. She senses that Oz is in trouble. That came through, even in her sleep.

She's already a little freaked coming home tonight last night, now and finding the back door open. She'd looked around, but nothing looked disturbed, or stolen. It was like they just rushed out and didn't bother to close the fucking doors. I don't care if this IS Sunnydale. People steal. You can't just… ah crap that. Feeling angry, she strides to the back door, and looks out. She isn't exactly sure what she's looking for, but in the waning moonlight, she sees a mess of trash just scattered around. Fucking dogs! She curses, as she moves to clean up the mess. Why don't Oz and Veruca keep a lid on the cans? The wild dogs are always getting in the trash. Finishing up, she looks up and sees the van in the driveway. She walks to it, and touches the hood. Like the bed, it's cold. It hasn't been driven in hours

She retreats to the house, unsure what to do. She starts to pace in the living room, her stomach turning over as the possibilities flit through her mind. Maybe they're out with friends. But that still doesn't explain the back door being open. God, nothing really explains that door being open. She stops, thinking about calling the police. Dammit, why didn't they leave a note if they went out? Yeah, like you're their mommy, huh? But shit, this is crazy! She walks to the phone, picks it up, and then sets it back in its cradle. If I call the police, and it's nothing, they're just gonna get into trouble, and be pissed off at me. And fuck, I'm sure Veruca would use it as an excuse to boot my ass. Not that I'm loving being here, but I got nowhere else to go. Not now, anyway. Not enough money for a deposit on an apartment, not yet. But what if they are in trouble? She picks up the phone, starts to dial, and then slams it down. And what am I gonna do about it? What do I tell the police? " Hey, my cousin and his squeeze are missing, been gone for hours?" They'll laugh at me, then tell me to call back in 24 hours. Yeah, that'll really help, uh-huh. This so sucks…

Faith, feeling emotionally drained, lays down on the couch, staring at the ceiling. She's upset and angry, and feels like her whole body is made of lead. I'll just wait here… for now. Til they get back, then I'm gonna rip them a new one. What right to do they have to worry me like this, anyway?

She lies there for the longest time, staring at the ceiling, arms crossed over her chest. She was burning. But her eyes were also burning, and feel like they have lead weights attached to them. Finally, her exhaustion wins, and without even realizing it, she drops off to sleep.

The sun burns at her eyelids, and her eyes pop open, then close again, as she groans. She still feels tired, and it's morning. She's got to get up and go to work. And worry. She sits up, and realizes the shower is running in the next room. And the sounds of cooking are coming from the kitchen. Bacon, coffee? Huh? Still feeling groggy, she wraps the blanket around herself, and walks to the kitchen.

Veruca, wearing her usual punk/Goth getup, is at the stove, cooking something. She turns around when she hears Faith enter.

" Well, good morning, sunshine, " She mocks, looking at the rather disheveled Faith. " You look like shit, you know."

" Cut the crap, Veruca. Where's Oz?" She looks around for her cousin.

" He's in the bathroom, getting ready for school, sweetie," Veruca looks at her like a rather nasty bug. Never has " sweetie" sounded more like " bitch".

" Well, kindly ask him to get front and center, if you would, " Faith's tone is chillingly polite. " I'd like to know where the two of you were all night!"

" Really not seeing how that's any of you're business, darling, " Veruca says, returning the chilly tone, " Why don't you get ready for work while I make breakfast, ok?"

" No, it's not ok, none of this is ok, understand me, Veruca? I want to know where you and Oz have been all night, and I want to know RIGHT NOW!"

" Oh, dear. I'm all a shaking, Faith. Are you by chance, threatening me?" Veruca turns to her, her smile tight and not at all friendly, " listen to me, honey. I don't like having you here. You're cramping our style, and our sex life, get it? You're a pain in the ass, get it? So back off, girlfriend, or…"

" Or what, exactly, Veruca?" Faith, angry, gets in her face.

Veruca's eyes narrow. " I think you know exactly what I mean, " Veruca is tired of Faith's insolence. She nearly growls it at her.

" Yeah, well, you're only a girlfriend, Veruca. I'm family, " Faith counters, her eyes narrowing." Whatcha gonna do about it, huh?"

" Boot you're ass outta here, you little bitch. You're right, I'm the girlfriend, and I can give Oz something you can't, " Veruca sneers, " Unless of course you're from the South… then…" She shrugs . The implication's clear.

Faith snaps. She rushes Veruca, and pins her against the wall, her hand on her neck.

" Listen to me, slut. If you did anything to him, hurt him in any way, I'm so gonna…"

" Hey… HEY… chill… both of you!" Oz, standing in the doorway, barks. " Faith, let her go!"

Faith stares at Veruca, ignoring Oz.

" Faith, I said, let her go!" Oz comes over to her, and pries her arm back, freeing Veruca. She moves off, rubbing her neck. " What the hell are you two about, anyway? Aren't things shitty enough around here without you two getting into it? How 'bout a little quiet before we gotta face the daily crapolla, huh?"

" You don't get it, Oz, " Faith says, turning to him. She sees him for the first time this morning, and stops in shock. " Holy shit, what happened to you?"

Oz frowns at her. He looks bleary and bruised, cuts and scratches covering his body. He's still limping from the wound he received last night. Faith, shocked, stares at him.

Veruca, however, isn't done. " I want her the hell out of here, Oz, " She yells, from across the room." The little bitch tried to choke me. Thinks she's boss here. Well, that's done. Get her the hell out!"

" Ozman, god, what happened to you?" She glares at Veruca, as if to blame her. Veruca gives her a " What the fuck do you know ?" look and turns away." What did she get you into, anyway? Did she do this to you?"

" That's it, I'm gonna kill the bitch, " Veruca, wielding a wicked looking knife, advances on Faith. " What the hell do you care, anyway, Butch? Didn't think we knew about that, did you, you fucking dyke! Well, don't sweat it, sweetie. Don't think you're little girlfriend's gonna like you too much after I get done cutting you up!" She lunges at Faith, who blocks her, knocking the knife away. She jumps on Veruca, and starts pounding on her. Veruca, still with the power of the wolf in her, tosses her off, and jumps on her.

Oz loses his cool. He comes over and tears Veruca off Faith, and pushes her away.

" I SAID ENOUGH!" He yells at both of them.

Faith starts to get up, but he puts his foot on her chest. " Stay down, Faith."

Veruca recovers, and smiles at Faith triumphantly. " I told you he'd choose me, bitch!"

Oz turns on her, his face getting red. " Get out. Go to school. You're ready. Get out!"

" Oz," Veruca begins, her tone changing to conciliatory, " c'mon, don't be upset…"

" What part of ' Get out' didn't you understand? GO!" Oz leans over ,and offers Faith a hand up.

" Fine, whatever, I'm going. But we're not done, bitch, " Veruca sneers, " Oz won't be around to protect you forever, and I'm gonna make you real sorry you messed with me."

Oz turns to Veruca. His voice recovers it's normal laid back cool. " Veruca? Just go. Don't make it worse."

" Going, I'm going," Veruca feels betrayed. " You'll be sorry bitch! You'll BOTH be sorry!" She turns, and unseen by Oz and Faith, a tight little smile crosses her lips.

Think you won? Don't get too cocky, girl. Your time's coming.

Veruca slams the door after herself.

Oz stares at the door, looking puzzled. He turns to Faith.

" Whoa, that was intense, " He says in his stoic manner, " What the heck were you fighting about… this time?"

"You, " Faith looks unhappy.

" What?"

" Where the hell were you last night? I was worried to death! I woke up, and you and Veruca weren't here. Now, I see you this morning, and you look like you went 3 rounds with a very pissed off Mike Tyson. What the hells goin' on around here?"

" Nothing… no big. I'm ok."

" You're not ok. You gotta see a doctor. I don't think you should go out…"

" Dammit, Faith! Can't skip school, I'm too fucking far behind. And you need to get to work. I'm fine, don't have a cow, ok? " He half grins at her." C'mon, you better get a shower. Don't think the customers are gonna appreciate the " Eau d' sweat" you're giving off ".

Faith isn't buying the evasion. As Oz heads for his bedroom, she hurries and blocks him off.

" Daniel Michael Osborne!" She uses his full name, a rarity . " I'm your cousin, and I love you, but if you think you can give me crap like that, you gotta another think comin'. I wanna know what the what is, and I wanna know why you look like hell… on a bad day."

Oz just stares at her, face impassive.

"What?" Faith checks her mouth, " am I like, drooling or something?"

" Look, things are really weird and tense right now. I know it's hard on you, and I've got things to tell you… " He looks into the kitchen, and notices the time. " Shit, I'm late. I gotta go. Look, I don't have time to go into it now, but trust me, things around here? Not like they seem. And, make nice with Veruca. She can be…" He stops, not wanting to bring on more questions," Look for my sake, make nice. Don't get on her bad side."

" Kinda late for that!"

" Make it up with her. Please, just do this for me, ok?"

Faith is about to protest, but sees the look in his face. It looks a lot like fear. She backs off.

" Ok, Oz, got it. I'm gonna make with the nice. OK? I'll come by at lunch and try to apologize to her. Deal?"

" Thanks, Faith." Impulsively, he hugs her. He whispers in her ear. " I really wish things were different. I really like you!"

With that, he breaks the hug, and heads out the door.

Faith stands staring out the door after him. She feels like a piano's been dropped on her. What the hell does that mean? Different, how? What's he getting a? Is he crazy? Is everyone around here crazy?

Feeling queasy, she head for the showers to get ready for work.

-6-

The police are everywhere.

The whole crime scene is roped off with bands of yellow police tape. Kneeling on the forest floor, a team of forensic scientists is taking samples of blood, tissue and other evidence. Patrol cops, looking grim and pale, are scattered about, to keep out the curious.

" I've never seen anything like this, " one of the police, obviously in charge, shakes his head. " I've been a policeman in Los Angeles, New York , and Detroit. I've seen lots of weird, and lots of brutal. But nothing like this… ever."

"What could do this, chief?" The cop standing next to him, asks.

" Dunno. Too much for coyotes. If we were up north…"

" Huh?"

" If we were up north, I'd say maybe a pack of wolves. But there aren't any wolves around here. Haven't been in decades." He looks around at the carnage. " And anyway, I've never seen wolves do anything like this. This is just… insane." Feeling his gorge rise again, he walks away from the scene.

Off alone, away from the main body of police, a man watches the action. He is a tall, thin man, with a hawk-like nose and intense eyes. He looks normal enough, but something about his isn't quite as it seems. Mostly, he wouldn't be noticed in a crowd. But if you did notice him, you might have a case of the chills.

Curiously, his lips are curled into a slight smile. Unlike the police, he's fascinated, not revolted, by what he sees. He actually arrived on the scene earlier; before the police arrived. He had his own little look around, and came to his own conclusions.

Well, well. Seems our dear Dr. Walsh has been busy… or at least, her test subjects have. Wonder how this'll go down with the men in charge, eh?

He gets up from his observation post, and moves closer to the action, keeping himself out of sight. No need for the local constabulary to know I'm here. He's so intent on the scene, he almost doesn't see it at first. A small black object, half buried under some leaves. He bends over and picks it up.

It's a pager, one of thousands like it, black , small and square. On chance, he pushes the recall button, and his efforts are rewarded. A familiar number pops up. He smiles, and keeps pressing the recall button. He finds a text message. His smile broadens. It's a rather evil looking smile.

Well, isn't this interesting? Buffy Summers seems to have been out here recently. Maybe last night? And Maggie Walsh's number is stored here. Indeed, interesting.

Dropping the pager in a coat pocket, he reaches into his lapel pocket and pulls out a cell phone. He quickly dials a number. He waits for a response.

" Hello, yes. This is Ethan. I found something that might interest you…"

-7-

" Hello, Ripper"

Giles looks up sharply from the book he's been studying. Standing in the doorway is a reminder from his past. An unpleasant reminder. He frowns.

" It's been a long time, wouldn't you say?" Ethan Rayne makes his way into the library. " Well, look at this. All the stodginess and stuffiness of a real librarian. That's not the Ripper I remember." Ethan lounges casually in a chair near to Giles'.

" Not long enough, " Giles replies shortly, " what do you want, Ethan? And what's it going to cost me this time?"

" Now, Ripper…" Ethan notices Giles' uneasiness at the nickname, " … very well, Rupert, is that any way to greet an old friend?"

" We're hardly friends, Ethan."

" That's rather unfriendly. Well, if you insist, an old acquaintance, anyway. I think we need to have a little chat."

" Really? How odd, " Giles replies, " I was thinking, you need to leave.

" My aren't we the unfriendly one today. Well, I guess this won't be of any interest to you then," Ethan tosses a something to Giles. It's the pager he found.

Giles looks at the pager, at first not understanding . He pushes the recall button, and then his confusion is cleared up. He looks at Ethan Rayne, his expression grim.

" Where did you find this?"

" Strangely, close to the scene of a rather brutal murder. Odd how Ms. Summer's pager just happened to be there, isn't it?"

" What do you want, Ethan?"

" First of all, I believe I'll have that back," Ethan says quietly. He moves to retake the pager from Giles, but Giles refuses to give it back to him. " Now, don't be stubborn, Ripper. If you don't return that to me, I'm afraid I'll have to go to the local police and tell them what I found. Where I found it, and how you took it from me by force. That would look rather like your trying to cover up for Ms. Summers, and they might come around, having rather interesting questions for you, and especially, her. Questions you might not want her to answer?"

Giles' lips tighten , but he knows he's over a barrel. He hands the pager back to Ethan.

" That's better. I promise, I'll return it to you, or Ms. Summers, right after I show it to a friend of mine. Now, what say? Let's have that little chat…"

Buffy walks down the hall towards the library. She's just finished her last class before lunch, and wanted to see Giles before getting something to eat. She was confused. She can't understand how she can feel wonderful and miserable at the same time.

The sex with Angel last night was wonderful and crazy and… wild. I never felt like that before… still feel wild and tingly just thinking about it. I can't believe we got so… so… mmmmm… want more, need more… now? Oh god, I'm such a slut… a horny, tingly and damn, if I'm not damp… slut… crap!

But why couldn't last night just been about sex? God, that scene in the forest… I still wanna yak. Whatever did that set whole new definitions for evil. Buffy shudders thinking about it. All that blood… and the smells…oh … shit!

Buffy, feeling sick, rushes to the girls room, and loses what's left of breakfast.

Getting up, she runs cold water over her face and stares at herself in the mirror. Not getting this! I'm not some squeamish girly girl that gets all nervy at the sight of blood. God, I've seen lots of blood in my time… and other goo that passes as blood. So, why now? But deep inside, she knows why. This was human blood, and combined with the other odors, and the sight… even passed her limits.

And shoot howdy, that wasn't enough, right? I had to have another one of those dreams last night. Worst one yet… I swear I felt my skin burning off me… and…She opens her blouse, looking at the fresh tattoo that's on her shoulder, where the hell did that come from? I saw it in my dream, on the woman… me?… in the tank… and I saw it burn off… and now… she touches it lightly, shuddering because it still hurts, like it had been just branded into her shoulder. She closes her blouse, not wanting to look at it or think about it.

It worries her. She doesn't know what's happening to her, with these dreams, but they're beginning to frighten her badly. But she can't tell anyone; even telling Angel was hard to do… and he thought she was crazy until she showed him the marks. How can I tell anyone else. I can't. Especially Giles. He's been so…weird lately. I 'm not getting it, but something's up… I'm not that stupid I can't figure it out… but what? An apocalypse? But he'd tell me about that… right? RIGHT? Shit, I don't know… but I'm getting this vibe that screams " DON'T TRUST HIM!" So, I'm thinkin', he really doesn't need to see my nifty new Tat. Not wanting to explain that to him… not today… I'm thinking, not ever!

Buffy does a final mirror check, figures she'll pass(but boy, getting steamer trunks under the eyes), and heads out of the girls room, and down towards the library.

As she is about to open the door, she hears voices within. Giles… I know that perturbed voice anywhere… but who's he talking to? Curious, she quietly opens the door a crack, and peers in.

What she sees inside surprises and fascinates her. Giles and another man, tall and thin, are standing, facing each other over one of the tables. She can't see more of the stranger, because his back is to her, but she can see Giles clearly. What she sees is what surprises her so. She's rarely, if ever, seen Giles truly upset. But there is no doubt that Giles is angry. His expression is grim and tight lipped, and his face is flushed. Whoa, he looks like he wants to hit the guy. Giles? Hit anyone? That's just insane … it's like Mary Poppins carrying a gun. It just doesn't happen!

" … and I'm telling you, Giles, What she's doing is perverting the entire project. She's brilliant at what she does, but she has her own agenda… and I simply won't have that! Too much time and money has been invested here, and I won't have some Dr. Frankenstein wanna be mucking up the works. She's got to go, and you've got to help."

" I've told you, Ethan, I won't be any part of any scheme you're planning, " Giles moves around the table until he's merely inches from Ethan." I know words like loyalty and trust are foreign to your understanding, but they mean something to me. Dr. Walsh is in charge, and I won't go against her. Certainly not for the likes of you." This last is delivered nose to nose, Giles glaring at Ethan with anger and some disgust.

Dr. Walsh? My Dr. Walsh? What does she got to do with anything? Buffy is puzzled.

" Really, Ripper. You're rather transparent. You always have been, even back in the bad old days," Ethan , feeling crowded, backs off a little, " I seriously doubt it's any loyalty to Maggie Walsh that is stopping you. You're a sentimental fool, just like you've always been. You've grown close to the subjects. One in particular, I wager, " Ethan tosses the black pager in the air, as if to emphasize the point. " That's a foolish and dangerous precedent, Ripper. They're only animals, after all… hardly human."

Subjects? Animals? Hardly human? What is this about?

" I think you've said more than enough, " Giles says through a clenched jaw. " We're finished here. I think you better leave."

" I don't think so, Ripper. I'm not at all convinced our business is complete…" Ethan tries to stare Giles down.

Giles grabs Ethan's coat, and pulls him closer. His face is hard and grim." Would you like me to convince you?" His tone is low and deadly.

Ethan blanches, and with some little effort, frees himself from Giles' grip. He backs further away. " I don't think violence is called for here. I understand you, Giles. You won't help. Very well, I just hope you know what you're doing. When it all hits the fan, some of the mud may stick to you…"

" Is that a threat?" Giles advances on Ethan again.

" Call it a friendly warning, " Ethan turns to go. He stops and says over his shoulder." I'd watch you're back if I were you, Rupert. You never know."

Buffy, realizing that Ethan was about to leave, and she might be caught eavesdropping, makes a noise and pushes through the library doors, walking into the room.

" Hey, Giles. I'm here to… oh, I'm sorry, didn't know you had company," She smiles at Ethan Rayne. She turns to Giles, " I can come back later if you want?"

" No, stay. Ethan was just leaving."

" Now, Giles, where are your manners. You haven't introduced me to this charming young woman."

God, is this guy like oily, or what? Buffy thinks to himself, taking an immediate dislike to him.

Giles ignores him, just staring at him.

" Very well, I suppose I'll have to do it myself. My name is Ethan Rayne, and you are?" Ethan holds out his hand.

" No one you want to mess with, " Buffy replies, staring at the proffered hand.

" Well, I guess rudeness is contagious around here. I'm going to go out on a limb and say you're Buffy Summers."

" Have to be careful about those limbs you go out on. They tend to break."

" My, my aren't we the clever one?" Ethan smiles. It's not a pleasant smile. " Well, not too clever, I don't believe. I think this might be yours. " He reaches into his pocket, and pulls out the pager. " You might want to be more careful in the future." He hands the pager to Buffy.

Buffy grabs the pager out of his hands, and pockets it. She doesn't say a word to him, just stares.

" I see. Not even a thank you. Very well, " He turns back to Giles. " Just think about what I've told you, Rupert. We'll talk again."

" I sincerely doubt it, " Giles replies, not moving, just glaring at him.

" Well, goodbye then"

He leaves without any further ceremony.

" So, who's the dork that walks like a man?" Buffy queries Giles. And, how did he get my pager? And what's his deal, anyway?

" No one important, Buffy. I wouldn't worry about it, " Giles diverts the conversation away from Ethan Rayne. The less she knows about him, the better. " So, what happened last night? Did you and Angel have any success finding the werewolves?"

" Yeah, we came across the Hairy and the Restless. We caught them…" Buffy stops, remembering the scene from last night. Her stomach rumbles."… feeding. We fought them, and drove them off… but we were too late to help their victims…" Buffy's voice goes quiet. She stares at the table.

" Buffy, you can't blame yourself. It's not your fault that they killed that couple…"

" How did you know it was a couple?" Buffy asks suspiciously.

" it's front page news, Buffy. It's been on the TV and Radio and in the papers. I could hardly miss it."

" Oh, right, " Buffy feels guilty. IF only we hadn't been smooching… if we'd only found them sooner… maybe…

" Buffy? Are you alright? " Giles comes to her, putting a hand on her shoulder. She winces a little. " Were you hurt?" Giles sound concerned. " We should check your wounds. You weren't bitten, were you? The bite of the werewolf is…"

" No, I'm fine… just some scratches. No bites… Look, Giles. Are we done here?" Buffy all of a sudden wants to be anywhere but here.

" Almost, " Giles looks at her, worried. What's wrong with her? What isn't she telling me?" Can you describe them?"

" Yeah. Big. Hairy. Sharp teeth and claws."

" Buffy!" Giles snaps, then calms down. " I'm sorry, but things have been rather stressful lately. What I mean, can you give me more details. It might help in locating them."

Buffy gives him a sidelong glance. " Yeah, ok. There were two of them. One was big, really big. Dark fur. I think it had red streaks in it." At that, Giles frowns deeper." The other one was smaller, all black. "

" Anything else?"

" Really Giles, wasn't checking for fashion correctness. I mean, Angel and I were fighting for our lives there, you know!"

" Yes, of course, sorry."

" Can I go now?" Buffy is getting more and more uneasy." I'd like to grab a bite to eat before I gotta head to class."

" Of course. If you remember anything else, come back and tell me, all right?"

" Yeah, sure." Buffy turns to leave, then stops. " Wait, I remembered something else."

" What?"

" Kinda weird, really. They didn't like go on all fours, you know? Like wolves? They stood on their rear legs."

" Really? Anthropomorphic werewolves. That's very rare. First case I've heard about in this part of the world. That might be helpful, very helpful. Thank you, Buffy, " Giles smiles at her.

" Sure, whatever. Gotta motor. Seeya, Giles."

Not waiting for any more questions, Buffy quickly leaves.

Giles continues to smile until she leaves, then his expression becomes grim.

I was afraid of this. It's obviously Veruca and Daniel. I don't believe Daniel is really behind it. I think Veruca is leading him in the killing. He's programmed to not even remember his change.

Obviously, Veruca's become a problem. A dangerous problem . I think it's time that something's done about her. She can't be allowed to roam loose anymore.

His jaw set, Giles walks to his office. Closing the door, he sits behind the desk, staring at the phone.

This could be a death sentence for her. Can I do that? In good conscience?

He ponders for awhile, then coming to a decision, he picks up the phone and dials.

To be continued.


	6. Chapter 6

Rating: Somewhere between NC-17 and R.

Summary: Totally A/U fantasy of a slightly Different Sunnydale

A/N: Need feedback Praise or Flames but hopefully mostly Praise  
e mail

Disclaimer Two: besides the name change which may change again. this fic has themes that may be squeemish to some people. as well as mf pairing.read at on risk

Initiative, Part 6

-1-

Dr. Walsh is on the phone, listening to Giles' report from Sunnydale. It's obvious from her expression that the news she's receiving is not to her liking.

" This is certainly not good news, Rupert, " Dr. Walsh struggles to remain calm. " What I don't understand is why this got to this point without me being made aware of the problem. Are you aware of the position this could put me in, if it gets out?"

She listens as Giles continues.

" Yes, I know I authorized some of the subjects being made aware of their … uniqueness, to help in observing the others. Veruca was one of the first clones we created. Perhaps there were some errors in her programming. All I know is that I have a loose cannon in Sunnydale, now killing for the pleasure of it. Why wasn't I informed about her deterioration before now. THAT'S what I want to know."

She begins to drum her fingers on the desktop impatiently.

" Yes, she is very clever. Obviously she's been hiding exactly how much her condition has changed. Yes, I know. She's a danger. I'll take care of it." Dr. Walsh listens again. " I said, I'll take care of it. Obviously, we'll have to do something drastic to her, as an object lesson to the other ' aware' subjects. Yes… yes… I'll arrange it"

At this point, Anne Price bursts into Maggie Walsh's office. Maggie looks up at her, and frowns. Oh wonderful, now what does Ms. Trouble want? She decides it's time to terminate this call.

" Ok, Dr. Giles, I have your report, we'll discuss it in detail later. Yes… I'll get back to you soon. Goodbye." She hangs up the phone, and waves Anne to be seated. She watches her for moment, trying to suss out her motive for showing up in her office now. Does she know something about the Sunnydale incident? God, how bad can this get, anyway?

" Hello, Ms. Price, how can I help you?" Dr. Walsh decides to go the conciliatory route. Maybe she'll let slip what she knows.

" Good afternoon, Dr. Walsh," Ms. Price, all sweetness, begins. " I see you seem to be in a cooperative mood today. That's good. I have a request I want to make of you."

" Indeed?" Maggie stalls, wondering what is in the evil bitch's mind this time. " How can I help?"

" Well, actually, it's really more than a request. I want to tour the UC Sunnydale facility."

Maggie feels a knot developing in her stomach. Well, she couldn't have picked a worse time, could she? How am I going to put this off?

" Ms. Price. Surely you know access to the UC Sunnydale is strictly controlled. The project is top secret. You need the proper credentials to even enter the building, never mind a tour."

" That's really not a problem, Dr. Walsh. I have the proper clearance for the facility. If you want I can contact the oversight committee and have them contact you?"

Of course she does. Why not? I mean, they're all out to get me, anyway. "I'm sure that won't be necessary, Ms. Price. I believe I can take your word for it. However, it's really not a good time to interrupt the work going on there now for a VIP tour. Problem is, we've come to a critical stage of the research, and interrupting it now could have consequences. Major consequences."

" Dr. Walsh, you were being so cooperative, I was hoping I wouldn't have to play hardball, but I suppose you're leaving me no choice, " Anne Price stands up, " You are aware that the Initiative Project has been transferred from the original management team, and has been put under the aegis of the select oversight committee. I'm the liaison to that committee, and that puts me in charge of reporting back to them as to the progress of the project. Continued funding for the project is based upon my report back to that committee. If the implications aren't clear, it means, essentially, I'm in charge here, not you. Now, out of respect for your work, I've couched this as a request. I know how easily your ego can be wounded." Anne Price smiles at the effect her words have on Maggie Walsh. Her tone becomes less friendly." However, if you don't cooperate with me, I'll recommend to the committee that you be replaced with a more willing director. Have I made myself clear?"

Dr. Walsh feels her gorge rise.

" You wouldn't dare. No one knows the work being done here like I do," Her voice is filled with anger, " you have no grounds to replace me."

" Don't I? How about incompetence?"

"WHAT!

" The little incident in Sunnydale? It's not a secret, Dr. Walsh. And I have evidence that one of your subjects was present at the site of the … incident… at the time it occurred. Now, how do you think the committee will feel if it's found that one, or more, of the subjects were involved? What do you think that will do not ONLY to you're position in this project, but to your reputation?"

Dr. Walsh feels trapped. " That's blackmail."

" Blackmail is such an ugly term, " Ms. Price can't help mocking her. " As I said, consider it a request. A favor to me, you simply can't refuse to grant"

Maggie knows she's cornered. She has no choice.

" Very well. We'll travel to the UC Sunnydale lab, and I'll give you the tour. It's about an hour away, so we'll meet there at Lowell House. That's the entry to the facility." She looks at her watch, " So, about 2 pm then?"

Anne Price smiles. " Very nice, Dr. Walsh. But I think we should go together. I mean, that way I know we won't miss each other." She notes Maggie's expression. " There's no problem with that, is there, Dr. Walsh?"

Oh, Yummy. Stuck for an hour in a car with The Evil Bitch. I'm looking forward to it. Never mind it won't give me time to ' clean up' any messes. But how can I get out of it?

" Very well, then. We'll go together. I need to clear a few things up here…"

" No problem. Meet you in the lobby in say… 15 minutes?"

" That'll hardly give me time to…"

" Dr. Walsh. The sooner we get this done, the better. Don't you agree? I'm sure you can shift things around."

Dr. Walsh feels her fingers itch. She would love to strangle this woman. Wonder how her DNA would do in new subjects? No, wait. More of her? Forget it. Couldn't explain her disappearance, anyway.

" Ok, then, 15 minutes"

" See you soon," Ms. Price chirps brightly, happy to get her way. She leaves the office.

Maggie Walsh sits down heavily into her chair, her head in her hands.

She knows all to well. The nightmare that never ends? Has just begun for her.

-2-

Faith walks down the hall to the library looking none too happy.

She's done what Oz asked her to do. She made up with Veruca. Now she's looking for something to get the bitter taste out of her mouth.

That was… bogus. How come even though she insulted me, made me feel like some kind of incestuous tramp … I mean, me and Oz? Ewww! … but despite that, and the fact THEY were out all night, scaring me silly … ok, that doesn't mean squat, right? I have no apology comin', uh-uh. Nope, I jus gotta crawl to that horror show reject and beg forgiveness. Ok, maybe not beg, maybe not crawl, but ask... that's just not right. Ok, ok, I got a little bit physical… but hell, she had it coming with that shit she was talkin'. Well, Oz, I did it. For you. So, baby, you're gonna owe me big time for this one.

Truth be told, however, Faith isn't all that put out. Sure, she had to swallow some pride, but coming here to make up with Veruca gave her an excuse to be on campus, and maybe get to see Willow. Seeing Willow seems to be almost worth the crap she just put up with.

She reaches the library doors and stops, looking in through the windows. Not that I hate books, mind you. I like them fine… at a distance, where I don't actually have to open one. I wanna see Willow, but damn if I'm gonna go into where the books live, if I don't gotta. Also, while she was ok with Giles and all, she was a little creeped out by him. I mean, what's some old dude hangin' out with a bunch of kids for, anyway? If he doesn't have to? If Willow's there, I'll be ok with it, but meeting him alone? Naw, I got better things to do, like, oh, watch paint dry.

She sees Willow and her friends, Buffy, Xander( oh great, creepy boy is here, too, Hurrah!) Cordelia, and Giles, at one of the reading tables in the library. Buffy, Willow, Cordelia and Xander are standing at the table with their backs to the door, and Giles is lecturing to them, turned away facing a whiteboard. A small mischievous grin pulls at Faith's lips.

Very, very quietly she lets herself into the library, ducking low so not to be noticed. She ducks down behind the front desk, and quietly creeps up on the group. Willow, leaning on the table, is closest to her. Her bottom is pushed a little back. Faith almost chuckles and ruins her surprise, but manages to restrain herself. Quiet as a cat, she gets closer… closer… closer…

" … and so you see, the Hakasav is a fairly mild member of its species, not at all dangerous. Mostly they are balance demons… It's very unusual for one to attack a human unless they stumble across their nest. The female of the species tends to be very maternal…"

Faith, in one long continuous motion, closes the distance to Willow, comes up and pinches her cute little bottom.

Willow squeals and turns around, ready to slap whoever pinched her. The others turn at Willow's squeal.

" FAITH!" Willow squeals again, but this time it's a happy squeal. She almost throws herself at Faith, pulling her into a huge hug. She whispers softly in Faith's ear, " I've missed you so much! I'm so happy to see you!"

" Glad to see you too, cutie, " Faith replies, loving the hug. " but maybe … well, your buddies are all around and …"

" Shhh… just hug me, silly girl" Willow hugs her even tighter. She looks over Faith's shoulder, and sees Cordy looking at them and smiling. Cordelia winks.

Xander, on the other hand, caught by surprise, doesn't look too pleased. God, would you look at that? Faith is some big old dyke, and now she's got Willow all acting gay! That sucks. I mean, I didn't even get a piece of that cute lil redhead's ass before she moved in. Wait a minute… maybe… yeah… ok, I get it. Faith is Willow's assigned 'Mate'. Ok, makes sense now. I mean, Will never acted like ' gay ' before. But… how're they gonna mate, anyway? Aw, who cares? I mean, here's Buffy, Willow and Faith… all hot chicks, and I can't get any of that prime pussy… this job sometimes totally sucks! Xander becomes aware that Giles is looking at him, with a not so happy expression. Oh, oh, Pops is getting upset. He puts on the patented Xander goofy grin, and acts like Faith hugging Willow is the best thing since sliced bread.

Buffy is just confused. Ok, what exactly is going on here, anyway? That looks like more than just a friendly hug. Sheesh, what's the deal here, anyway? I mean, is it like they're … girlfriend and girlfriend? Ok, that even sounds weird in my head. But, geeze, look at them. I mean, is Will like… gay now? And when did this happen? Will never mentioned anything about it to me, and I'm her best friend! And look at Cordy over there, acting all knowing and smiling. What's her deal? Well, gotta say, this kinda unexpected. I always figured Willow would find the Ken to her Barbie. Now it looks like Barbie is gonna be going steady with Tori. How come I'm always the last to know?

" Hey, guys, I want you to meet somebody. Buffy, Xander, this is Faith. Faith, that's Buffy," Willow points at the small blond girl, " Xander …. Well, you know him, but he's acting kinda Xanderish, again, so intros are in order… and you already know Giles.. and Cordelia…"

" Hey, Faith, " Buffy smiles at the new girl. Well, evidently Will likes her. Guess she's gotta be ok, then.

" Hiya, Faith. I remember you. You've got a punch on ya, " Xander smiles, all the while burning inside. " You're not gonna hit me again, are you?"

" Not unless you need it, " Faith says good-humoredly.

Xander puts up his hands in surrender and smiles. Just give me the excuse, bitch, and I'm gonna chop you to pieces.

" Hello, again, Faith. Did that job work out for you?" Giles asks, a little surprised to see Faith.

" Yeah, that was real great, you giving me that lead, " Faith smiles at him. Then it occurs to her. " It's ok if I'm here, right? I mean, I'm not goofing off, I'm on a lunch break!"

" Yes, of course. You're always welcome, Faith, " Giles smiles.

" Ummm… thanks, but… well, me and books? We're not exactly going steady or nothing" Faith grins.

Giles' brow furrows. " Sorry to hear that. You can get a lot out of books, sometimes more than you can from those infernal idiot boxes everybody seems so enamored with these days."

" Giles? Idiot boxes? That's TV… and I think you mean computers," Willow says, gently.

" Yes, well… whatever you call those horrid, sterile things."

Willow just smiles, then looks at Faith and shrugs. " Computer-phobia" she mouths to Faith. Everybody catches it and laughs. Except Giles, who just looks perturbed.

" Hi, Faith, " Cordelia walks over to Faith, and puts her hand on Faith's shoulder. " Look, before, when I called you like all dykey and stuff? I didn't really… well, I meant it, but I was upset, and I didn't mean to be rude and upset you… I mean, if you and Willow… if that's your thing… well, hey, I'm all for it, ok?" She raises her fist, " I mean, girl power, right?"

Faith looks at Willow, the question in her eyes. Is she really apologizing to me? Willow, almost reading her mind, nods. " That's about as close as Queen C gets to an apology" She whispers.

" Ummm… thanks, Cordelia… I think" Faith replies.

Cordelia smiles and moves back to Xander.

God, she's still with him? I guess some people just never get it Faith thinks to herself

" So, ummm… Faith? Tell us a little about yourself, " Buffy says, looking pointedly at Willow. " You're kind of Mystery Girl here. My bestest friend in the whole world seems to have forgotten to tell her best friend anything about you! You don't mind if I ask about you, do you?"

" Naw, it's no big. Not like I'm anything special, you know. Just a girl from L.A. making her way in SunnyD here," Faith smiles.

" L.A? You too? I'm from L.A!" Buffy smiles. " What part?"

" East side. You?" Faith replies.

" West… went to Hemery High before moving here."

" Cool… me? I kinda started High School, but we didn't get along, so I left."

" Really? Gee, think you could talk to my mom? I keep telling her that school and me are incompatible."

" Don't think your mom would think I was the poster girl for like school advice, you know? I mean, my units kinda kicked me out when I was 14, and I spent a year in Juvey and finally got legally emancipated at 16…"

"Wow, really?" Buffy seems to be warming up to Faith. " You're like an adult, now? You can buy beer?"

Faith laughs. " No, I still gotta be 21 to do that, but I can like get an apartment and do the other stuff adults do. Trust me, without money, it's kinda overrated."

" Yeah, I guess that'd be true. So, you like working?"

" Sure. Mr. Giles here kinda turned me onto a delivery job. It doesn't pay great, but it's money comin' in, you know? Saving a down for an apartment."

" You drive? Gosh, my mom won't let me drive… "

" I've been with you when you drive, Buffy, " Willow says, " I think the world is safer if you like wait til you're oh… say 30?"

" Hey!" Buffy protests, " I can drive really fine!"

Willow shakes her head at Faith and mouths " NOOOO". Again, everybody laughs, except Buffy who blushes.

" Aw, don't let 'em getcha, B. I don't drive either. Haven't passed the written yet. Gotta go back in a couple of months."

" Ummm… how're you making your deliveries, then?"

" Sorry, guess I screwed it up a little. Not really like a delivery job… like with UPS or nothing. It's a courier job. I carry envelopes… on my bike."

" Motorcycle?" Buffy's eyes widen.

" I wish. No, just a bike. The pedal kind."

" Hey, I ride a bike, nothing wrong with it!" Willow protests.

" Yeah, and I bet you're real cute riding along, " Faith winks at her.

Willow blushes.

" So, Faith, if you don't have a place, where are you staying?"

" I'm kinda crashing with Oz… my cousin."

" Oz is you're cousin?" Buffy looks at her funny. " Funny, he never mentioned you."

" Really? Weird!" Faith is confused. Why didn't Oz ever talk about me?

" Well, Oz isn't the big talker, you know, " Willow defends Faith.

" Hey, has anyone seen Oz today? I mean, I've got a class with him, and he wasn't in it" Xander interjects.

Ozman isn't here? Shit! He said he was comin' to school.

" Oh, yeah. Well, Oz was kinda sick this morning. I left early. He probably stayed home." Faith lies, covering her cousin.

Giles, watching them, detects Faith's lie. Not the world's best liar. Wonder if he's not here because of last night?

" Sick? Gee, he didn't seem sick last night when he was playing at the Bronze, " Xander says , all innocence.

" Yeah, well, maybe something at the Bronze made him sick, " Faith shoots Xander a look.

" Hey… I'm just saying…" Xander puts up his hands defensively.

" Well, tell Oz we miss him, ok, and hope he's feeling better soon," Buffy interrupts before something happens.

" So, ummm… you guys kinda just hang out here at lunchtime together?" Faith changes the subject quickly.

" Well…." Buffy trails off, looking around the group. They nod, and she continues, " We kinda meet here… I guess were sorta … well, we …"

" Buffy's a Slayer, " Willow blurts out.

" A what? Is that kinda like a gang?" Faith asks.

" No, silly. A vampire slayer."

" Vampire Slayer? " Faith looks around, waiting for the joke. " You're kidding, right? There's no such thing as Vampires!"

" Better not let Angel hear you say that, sweetie, " Willow says, " He might not like it."

" Huh? Who's Angel?"

" Buffy's squeeze… and a vampire."

" You're dating a vampire?" Faith looks at Buffy incredulously. " I mean… I'm not saying I believe this stuff about vampires and slayers… but if you are this slayer… isn't that against the rules?"

" He has a soul, Faith," Buffy says quietly.

" Ok, joke over, ok? New kid isn't buying into it."

" Faith, vampires are very real. And demons, and werewolves…" Giles says, quietly.

" Oh, c'mon, Giles, not you too!" Faith looks at the group. They all nod at her. " Vampires? " They nod.

Buffy pipes up, " Oh, go ahead, Giles, you know you want to!" She grins at him.

"In every generation there is a Chosen One. She alone will stand against the vampires, the demons and the forces of darkness. She is the Slayer. "

" Ok, guys, boy, you really do it up , when you're puttin' one over on a newbie. This is just a joke, right?" They shake their heads. " Vampires are real?" They nod. " And Buffy, she's like … the one who kills them?" They nod. " Really?"

" Really, Faith, " Buffy says, quietly.

" That's… that's…. so cool!" Faith says, a little awed. " So, like do you have super powers? Like X-ray vision and fly and stuff?"

" I'm the slayer Faith, not Supergirl, " Buffy laughs. " I got I guess super strength, and I heal fast, but otherwise, just your average ordinary girl."

" This is cool. I've never known a superhero before, " Faith grins. Then she frowns. " But you date an vampire?"

" Yeah… but like I said, he has a soul."

" Yeah…ok, but… ummm…well…" She moves over to Buffy and whispers in her ear. " Is he good?"

Buffy blushes bright red!

" Faith! What did you say to her?" Willow says, coming over.

" I just wanted to know if he was like… good, " Faith says, in a very low tone.

" Well, of course he's good. He has a soul…" Willow starts. Then she realizes what Faith is asking. She blushes pink, too. " Faith!" She whispers vehemently. " That's private! Anyway, I don't think they've…" She turns for Buffy for confirmation. Buffy nods that they have. " Really?" Buffy nods again. " How was it?" Buffy nods her head, indicating everyone is listening." Ok, but later, ok? You gotta tell me!"

" Ummm… like you told me about Faith?" Buffy looks at her pointedly.

" Buffy! Faith and I are just… well, we're just…" Willow starts to trip over her words. " We're not like that, you know?"

" Uh-huh!" Buffy says, in a sing-song tone.

" We're not, really, Buffy, " Faith backs up Willow.

" Uh-huh, " Again, with the tone in her voice.

"We're not!" They both say together, rather loudly.

The whole group is staring at them, smiling.

" We're NOT!" Willow protests.

" Uh-huh!" they say as a group. They're all smirking, knowingly.

" Ummm, I think that's my cue to leave. Lunch is about over, anyway." Faith says,

" Well, I'm going too! I mean, if my friends don't believe me, not sure I'm wanting to hang out with them!"

" Aw, Will. We're just kidding!" Buffy comes over and hugs her friend. " you're so cute when we tease you!"

" Grrr. It's not funny!" Willow says out loud. In a much lower voice, so only she, Faith and Buffy can hear. " Buffy, don't ruin it! I want to walk Faith to her bike, and I need cover!" She says louder. " I'm leaving now. Boy, you guys. I thought you were my friends. Guess not, huh?" She sounds offended.

" Well, if that's the way you feel, " Buffy says, playing along.

" It is!" Taking Faith's arm, Willow pulls her along out of the library.

" See you tomorrow, Will? And Faith?" Buffy calls out, just as they're about to escape.

Willow turns around, and her expression is priceless. " Yeah. I guess " . She knows her whole little cover is blown.

The two leave admit hoots and some laughter.

The two girls walk arm in arm til they reach the bike rack where Faith left her bike. They don't say much of anything, because A) they're still a little embarrassed about the scene in the library, and B). they don't have to. They just like being together. Finally Faith speaks up.

" Red, we gotta talk." She says, her face all serious.

Oh, no! Not the " We gotta talk" speech. No, we haven't even… how can we … oh crap! I blew it Willow is starting to panic.

" Ok," Willow says, her voice barely above a whisper.

" Willow, I gotta know. I mean, we've been kinda 'seeing' each other since that night at the Bronze. But today I find out you haven't even told Buffy about me." Faith stops. She's not really sure she wants to know the answer to her next question. " Are you like, ashamed of me or something?"

" What? NO!" Willow protests, loudly. " That's silly! I mean, I couldn't be prouder of you. The way you stood up to Xander when he was hurting Cordy at the Bronze, and then … well, just you taking control of your life, even though your parents kicked you out, and working, and … well, trying to get in the band, and just… hey, I'm really fond of you, you know?"

" Fond… ok, fond, " Faith says, " Why didn't you tell anybody about me?"

" I dunno… geeze, Faith, I'm kinda confused here, too. I guess I wanted you all to myself for awhile. So I could figure things out. I mean, well, I've never been in love with a girl before…" Willow's eyes go wide when she realizes she just said the " L" word out loud.

" Love? You love me?" Faith is taken aback… but in a good way. " Really?"

" Can I take that back? Can we have a do over?" Willow says, mistaking Faith's reaction.

" Do you want to take it back?"

" Ummm… ummm… " Willow stalls. Oh, H-E-double toothpicks! In for it all, I guess! " … ummm… no…" Her voice is barely audible.

" Oh, thank god!' Faith blurts out, " because I think I love you too!"

" Really!" Willow all of a sudden feels like she's floating. She repeats. "Really?"

" Yeah, " Faith says, looking down, feeling suddenly shy.

" So, does that make us girlfriends now?" Willow asks softly.

" Well, we're girls, and we're friends…"

" No! I mean, Girlfriends!" Willow says.

Faith nods. " So, do we what? Like, hug now?"

" Oh, I think we do more than hug now!"

Before Faith can even take a breath, Willow is on her, arms around her. Willow's mouth is covering hers, and this is no innocent, sweet peck on the lips. Faith can feel Willow's heat through her lips, and shares it. She opens her mouth, and Willow's tongue invades. More, Willow starts rubbing up against Faith, pushing her groin against Faith until Faith feels that now familiar swelling in her rather loose jeans. Oh cripes, Faith thinks, feeling Willow against her, the girls on fire… and she's pretty much setting me on fire too… mmmmmmmmmmmmmm. Finally, with some reluctance, she breaks the kiss.

" Uhhh… I gotta go Red. Gotta get to work… or they're gonna fire my ass…"

" You mean this cute ass?" Willow grabs Faith's ass.

" God, Red! Stop it!' But that's the hardest thing she's ever had to say. And it's not nearly as hard as her new penis is at the moment.

" Ok, I guess," Willow pouts, " but who do you love?"

" You, " Faith whispers.

" And who's your girlfriend?"

" Uhhhh… Buffy?"

" HEY!"

" You, you dope!" Faith grins at her.

" You better not forget it either, mister!" Willow says. She leans in and gives Faith a chaste little kiss on the lips. Before Faith can stop her, she turns and is off to class.

Faith, however, notices a new and very sexy bounce to Willow's step.

Oh, I'm so dead! And so loving it!

Shaking her head, grinning like an idiot, she carefully mounts her bike and rides off.

-3-

Maggie Walsh enters the large room, followed closely by Anne Price.

It's a huge room, almost the size of a warehouse. Along the walls are a multitude of cylindrical tanks, filled with liquid. If you look closely, you can see vague, shadowy human shapes in the tanks. In the center of the room is a row of computer monitors, each hooked up to an individual tank.

" And this is the last room on our tour. This is the Volunteer DNA Storage facility. We store the DNA of our subjects in the tanks lining the walls. They are held in stasis, kept alive by feeding tubes. The liquid in the tanks is an organic mix, to preserve the original DNA used in our test subjects, in case we need to access it again."

" I'm not sure I understand, " Anne says, looking at the tanks lining the walls, " Why would you need to have access to the original DNA?"

" Well, as I mentioned earlier in our tour, we create the cloned subjects mixing human and animal DNA to create the unique qualities we're looking for in the test subjects. Then, using various techniques, we 'program' the clones with a set of 'life' memories, and introduce them into the general public, using volunteers to act as their ' family'." Dr. Walsh stops, and turns to Anne. " In some cases, the programming hasn't… worked properly, and we've been forced to ' devolve' the clones, returning them to a pre-growth state. To keep our objectives on track and on time, we've had to 'recreate' the original clone, but with adjustments in it's programming to correct the errors. That's the simplified version. You might find the detailed version a bit technical."

" I see, " Anne says, realizing she's been subtly insulted, but letting it slide. " What do the computers do?"

" They monitor the DNA host subjects. Keeping the vitals in line, so there is no deterioration of the tissues."

" You mean they're alive in there?" Anne gestures at the tanks.'

" Yes, of course. Dead tissue is no good to us."

" You said they're volunteers. Who would volunteer for this?"

" Well, lets just say they faced situations much worse than they're in now. Most of the volunteers are culled from prison populations. They have been granted pardons in exchange for their cooperation with the experiments. Once the subjects are stable, the host volunteers will be revived, with new lives ahead of them." Dr. Walsh didn't mention that most of the 'volunteers' don't survive the process intact, and even if they do, they can't be allowed to let what is going on here leak out. All will be ' disposed' of in time, once the project is complete and the subjects are proven stable.

" Well, Dr. Walsh, I have to admit. I'm very impressed. I'm not exactly sure what I expected to find. Maybe something out of an old Frankenstein movie or some such. But from what I see, everything is run efficiently, and records are kept of each and every process." Anne stops for a moment, then continues. " One thing that puzzles me, though. Exactly why are we even creating these cloned subjects? What's the purpose behind the project?"

Dr. Walsh indicates for Ms. Price to be seated. She sits next to her.

" The Initiative Project is a combined effort of various U.S. Intelligence agencies and the Military to create , using a very tired an overused term, the Super soldier. This is not the first effort at creating this mythical " Super Soldier" , but it is the best and most advanced protocol to date."

" But, I don't understand. Why go to all the trouble to create new beings to be this " Super Soldier"? Why not just develop methods to enhance living volunteers to fulfill this role?"

" Human beings, at least normal human beings, have conflicts when it comes to being ' enhanced' , as you put it. That research was actually carried out in secret in the 80's, with disastrous results. The big problem is, what happens when the 'volunteer' no longer wants to be a Super Soldier? You can't exactly 'un-enhance' them once the surgeries and various chemical and psychological modifications have been made. They become…well, rebellious, forced into a life they don't want. The test subjects from those experiments inevitably went psychotic, and had to be put down."

" But, aren't your 'test subjects' human beings too? What happens if they don't want to be this Super Soldier?"

" Not strictly, no. We are doing things that even 5 years ago were unheard of. We are mixing the DNA of humans and animals to create a new race of beings. They are not human, strictly, and certainly not animals. They combine the abilities and strengths of both. For instance, in one of our test subjects, we've combined human and avian DNA, to create a being with extraordinary sight capabilities, and using predator birds, they instinctually are hunters. They will make great covert operatives, once the experiments are complete. Other subjects are combined with different animal DNA, or various animal DNA's , to create unique capabilities in them."

"Ok, I'm following you. They have these ' capabilities' from birth, so to speak. But still, won't they rebel like the other experiments?"

" No, that's what the programming is about. They are programmed using a variety of techniques to have their assignments ' hard coded' in their thought processes. When fully activated, they're goal in life is to perform the programming they received in the pre-clone state."

"So, essentially you're creating a slave class of beings. They don't know it, but they can only serve per their programming, only the functions they were created to fulfill. This is their whole existence. Seems rather… cruel."

" First of all, I have to correct you. We're not creating a slave class here, but rather, a warrior class. And, if we stopped at just what's been described, you're right. It would be a servant class. But we're taking this further."

" How so?"

" First of all, we're integrating our ' test subjects' into normal society. We're giving them memories of a life , even if it never was truly lived by them. The only thing we're programming is an imperative to be 'patriotic' and to serve their country in the roles provided. They don't, and won't know any other desires. To them, they are 'volunteering' to be Super Soldiers, to use their ' God given' abilities to serve the country. Just like any other ' patriotic' citizen. They are given identities, and lives. They aren't kept apart, but are an integral part of our society."

" That's all very well and good, Doctor. But what about the other things people crave. Love, a home, family? They obviously won't have that."

Dr. Walsh smiles at her. " I have to disagree. That's what the current part of the experiment is all about. The race of cloned beings we're creating are fully functional sexually."

" Maybe, but to put it bluntly, who wants to be with a 'freak ' ?" Anne Price looks doubtful . The thought gives her the willies.

" Ah, we thought of that. We are creating ' mating pairs' of our subjects. Not only will they be capable of reproduction, but unlike anyone else, they will be guaranteed a mate. And, they combined abilities of the 'parents' will be passed to the children, creating a stronger, better warrior class."

" This all sounds very Orwellian to me, Dr. Walsh. It seems… unnatural."

" So , I must point out, is most technology, including medicine. Yet, these are to the benefit of the population as a whole, and we would be rather miserable as a race without them. " Dr .Walsh stands up, and turns back to her. " You have to consider the broader picture. These ' unnaturals' will relieve the burden of fighting, and death and dismemberment from fighting, from the ' natural' born citizens. They are the armies of the future, carrying out the unfortunately necessary fighting of wars. In a way, they're like the drone planes becoming more and more in use in warfare. There is not pilot in the cockpits; they are controlled remotely. If they are shot down, a human being is not lost. These " Super Soldiers' are the same breed. They are created to replace human troops in battle, and to be faster, better, and smarter in fighting. Their chances of survival are greater than 'normal' humans.

But beyond that, these ' Super Soldiers' can be programmed to not only fit in our society, but into any society, including those hostile to our interests. They become the perfect spies. They blend seamlessly into the society they are created for, they live , work, procreate like 'normal' humans, but all the time they are keeping tabs on potential dangers to our interests. They can work in ways no conventional spy can to prevent conflicts, therefore reducing and maybe one day eliminating the need for war. With these beings, we may be able to eliminate war in a few generations. "

Anne Price sits quietly awhile, seeming to mull over Dr. Walsh's arguments. She finally replies.

" I have to admit, Dr. Walsh. When I came here today, I was very negative about continuing the Initiative Project. Cost overruns, the failures? All were seemingly too high. But after inspecting your operation, and after your very passionate speech for the project, I see some more consideration needs to go into this." She smiles brightly at Dr. Walsh." I can see now, you're a very dedicated scientist promoting what seems to be a very worthy project. I will include your arguments in my report to the select committee. I believe that funding can be almost guaranteed for the continuance of the Initiative Project."

Dr. Walsh feels an immense weight lifting off her heart. She feared that after today, and the recent incidents, that the Initiative was doomed. She turns to Anne and smiles a rare smile.

" Thank you, Ms. Price. This is very good news, indeed."

" Don't thank me, Dr. Walsh. Just see that you're goals are met."

Maggie Walsh nods. She's beginning to wonder if maybe she hasn't misjudged Ms. Price.

" Now, Doctor, I need to make some calls, and get the ball rolling. So, if you'll excuse me, I believe I'll be leaving, and let you get back to work." Anne Price rises, and looks around. " Exactly how do I get out of here, anyway?"

Dr. Walsh guides Anne to the closest exit from the complex. As she's about to leave, Anne turns back and offers her hand.

" Dr. Walsh, I want to congratulate you on a very successful effort. We'll be talking again, soon."

Maggie Walsh takes her hand, and shakes it. She smiles, then turns back and re-enters the facility, leaving Anne Price alone on the steps leading out.

Anne Price goes down the steps, heading for the School Parking lot. She stops, and takes out her cell phone. She uses her speed dial to call a particular number.

" Hi, Daddy? This is Anne. I've just toured the facilities here at UC Sunnydale, and I have to say, I'm impressed with the level of advancement they've made in the cloning process. I believe that we'll be able to use the research for our own project with little input from outside scientists. Once we eliminate Dr. Walsh from the equation, I feel we'll be able to reach our own projected goals within a year or so."

"That's very good news, Anne, " Ethan Rayne replies on his side of the conversation. " I must say, I wish I had equally good news to report. But I fear my old friend, Rupert Giles, is rather balky at helping us. It's really too bad. It would've made taking over so much easier. But I should've remembered that old Ripper marches to the beat of a different drum, and lays his loyalties all too often on the losing side of the skirmish. He's such a rampant sentimentalist. Oh well, we'll take care of him when the time's right."

" So what now?" Anne says, " How do we get rid of Maggie Walsh, if Dr. Giles won't cooperate?"

" Simple. We just move to plan B. I'm already setting things in place, and things will be ready to roll at the appointed time."

Anne Price smiles. " I knew I could count on you, Daddy, " She purrs into the phone. " Who's your sugar?"

" You are of course, my dear, " Ethan replies, smiling .

" Bye, Daddy, gotta go."

" Bye, love"

Anne ends the call, closing the phone and putting in her purse.

Looks like it's going to be a beautiful day after all, she thinks to herself.

Humming a little tune, she walks towards the parking lot and her car.

-4-

Mmmmmmmmmmmmmmmmmmmmmmmmm

Faith rides along to her last stop of the day, daydreaming a little. Not a particularly safe thing to do when you're riding a bicycle and delivering packages, but give her a break. She can't help it. She's in love and can't forget that kiss Willow gave her at school just a few hours ago.

That was no kiss. God, I think she was trying to suck me out through my mouth. Mama, who woulda thought that little red-headed sweet as sugar never been kissed girl would turn out to be so damned hot? And horny? I thought she was gonna rub my clothes off there, she was so into it. Good thing she didn't, though, or junior mighta popped out and that woulda been something to explain. Man, I still got chill bumps thinkin' about that kiss. Mmmmmmmmmmmmm….. Oh SHIT!

Faith barely misses a pedestrian as she's riding along. She swerves at the last second, scaring both herself and the man she nearly hit.

" You IDIOT! Watch where you're riding that thing. You could've killed me!" The man shouts at her.'

" Sorry, sorry!" Faith calls back, zooming off before the man decides to do something about it. That'd be just swell. Fired because I nearly hit someone…because I was daydreaming!

Ok, Faithy, mind back to business… Now, where's this package gotta get to? Let's see… 2230 Elm St. Faith pulls up and pauses for a second. She looks at the address again. Why does that seem familiar? She shrugs, pushing off to continue.

She rides her bike up to a large white house, and it hits her why the address if familiar. God, it's Red's house. I'm such a dope. I've been here plenty, and didn't even get the address.

She looks at the name on the package she's carrying . Sheila Rosenberg. Must be her mom, I guess. Rosenberg… so that's her last name. Cool. Well , Ms. Willow Rosenberg, maybe I'll just see you again, and maybe we can take up where we left off… Oh, god, what're you thinking, Faith?. This is her house! What if her mom caught us? Hmmm… maybe we can make a date at least… we'll see…

Faith parks her bike, and walks up to the front door. She knocks and waits … and waits… and waits. She knocks again and hears a voice call out through the door.

" Come in! I'm on the phone. Be with you in a moment."

Faith lets herself in and waits in the foyer, taking a little look around. She's never really seen this part of the house. Mostly, they came in through the back by Willow's room. Clutching the package, she moves into the living room.

" Hello? Ms. Rosenberg?" Faith calls out, wanting to get her business out of the way, hoping that Willow will show up.

" Just a moment, Please!" Mrs. Rosenberg calls out to her. Faith follows the direction of the voice and comes to the doorway leading to the dining room. Mrs. Rosenberg is standing by the table, back to her, talking on the phone.

" Yes, Helen, I'm still at a loss for the band. I mean, I've tried booking one for Willow's party, but the ones I've seen are so… well, just too weird, and they want all this money to play. I mean, please, a thousand dollars to play a party? That's just ludicrous. But I did promise Willow I'd get her a live band, and now I'm kind of at the end of my rope…"

At this moment, she turns and sees Faith standing at the dining room door. Still listening, she waves Faith in. Faith presents her with a pen to sign for the package, and hands it to her.

" No, I can't use the same band as the one she had at her Bat Mitzvah. They left Sunnydale a year ago, after that strange incident at the school auditorium." She listens to the phone, and continues. " Oh, please, not that band. I heard they encourage the use of like drugs, and sex and stuff… no, I don't know … I'll figure something out. Boy, never figured it'd be this hard to get a band… Anyway, I gotta go Helen. Give my best to Roger. Yes, I know… ok, well, we'll get together soon. Have dinner or something… right… ok, bye Helen."

Sheila hangs up the phone, and notices that Faith is still there. She looks at her quizzically.

" Was there something else, miss? " She takes a closer look at Faith. " Don't I know you?"

" Yes, Ma'am. My names Faith, I'm a friend of your daughter."

" Of course, Faith. Right, I remember you. Willow talks about you all the time," Sheila smiles at her. " So, Faith, was there something I can do for you?"

" Well, actually ma'am? I maybe could do something for you?"

" I'm afraid I don't understand?" Sheila looks puzzled.

" I couldn't help overhearing that you were looking for a band?" Faith smiles, " for Willow's party."

" Yes, I do, actually. I've been having a devil of a time finding a suitable band that doesn't want a fortune to play."

" Well, maybe I can help you out there. My cousin has a band, and well… things are a little slow right now. I'm pretty sure I can get them for your party."

" Really? That would be … wait a minute. Are they any good? " Sheila is a little wary." Have they had any experience?"

" Oh, yes ma'am. They play at the Bronze all the time. They're regulars there. And they do other places, too…"

" The Bronze? That little club over on the other side of town? Where the kids hang out?" Sheila goes into grill mode, " they don't encourage bad behavior with their music and stuff, do they?"

"No ma'am. Not at all."

" They don't play any of that crazy hop hip rap attack stuff do they? They're not like, weird are they?"

Faith hesitates for the briefest second, thinking about Veruca. How do I explain old stripey? " No, not weird ma'am… and they're pretty much rock and roll… nothing weird." Faith puts in the clincher. " I know Willow likes them. We were at the Bronze one night when they were playing, and she said she did."

" Yes, well… I love my Willow, she's a good daughter… but kids… sometimes their taste in music is a little suspect…" Sheila cocks her head to the side," … but if she really likes them… well, that would be a plus… " She looks at Faith. " So, how much does this band of your cousin want to perform? It'd be like maybe a couple of hours…"

" His rate is really reasonable, " Faith begins, not sure what would be a good price. Damn… I wish Oz were here.

" Well… I really couldn't go more than say… 600 dollars." Sheila looks at her intently.

Faith puts on a serious face, acting like she's really thinking it over. Inside she's doing cartwheels. 600 bucks? Oz'll be in heaven! "Well… that's on the low side… but, you know what? Willow's a friend of mine. I'm pretty sure I could convince my cousin to play for that amount."

Sheila smiles, figuring she's just gotten a good deal.

" Well, ok , then, Faith is it? You're cousin's got the … ummm… gig, is that what you kids call it?"

" Yes, ma'am" Faith smiles, starting to back out of the room, " I'll have my cousin call you, to set all the details. Is that ok?"

" That'll be fine, Faith, " Sheila smiles at her, " thank you, you've been a life saver. Willow will be very happy to have a band at her party."

" You're welcome, ma'am" Faith says, backing towards the foyer. Oz is gonna shit! 600 bucks? Man, he's gonna be dancin' on the ceiling when I tell him. Whoo hoo, I'm good, man, I'm good. Faith is on her own little cloud, she's so happy to have gotten this gig. She knows this'll please Oz, and maybe even Veruca won't be so bitchy about her being there when she brings in a paying gig. Not paying attention, she turns and starts to rush out… and runs into Willow, who's just gotten home.

" OOOFFF" Willow whooshes out when Faith hits her square on. She falls over, landing on her back, her legs splayed out. Faith, losing her balance, falls right on her, between her legs.

" Hey, be careful!" Willow complains, then sees who it is. She grins. " Well, hello there. Didn't expect to see you here!"

" Oh crap… Red. Sorry, didn't see you. Just dropping off a package for your mom…"

The proximity of Willow, and the remembrance of the hot kiss they shared at school, and the fact that Faith is very aware of Willow's body under her, sets off an immediate reaction in her. She feels herself growing rather hard… and it's pressing right against Willow's sex. She feels a warm flush creep up her neck. Oh, man. This isn't… ok, it's good, but it's so not right… she starts to push up off of Willow, but suddenly she feels Willow wrap her arms and legs around her.

" Uh-uh. No way, sweetie. Don't know if you're feeling it, " Willow says, her voice a bit low and seductive, " but I'm liking what I'm feeling." Willow starts to get aggressive, rubbing her warm damp sex against Faith's burgeoning penis. Her hands start running over Faith's back, and she puts her lips to Faith's neck.

" Uhhh… uhhh… Red…ummm… Willow, honey… not sure you wanna be doing this…or that…" Faith finds her breathing getting rather hoarse and ragged" Or especially… that!" Faith sighs… God, what the hell is she doing to me? God…whatever… don't stop! Faith finds herself moving against Willow, her hips starting to thrust.

" Mmmm… I'm thinking I'm wanting to do this very much" Willow breathes heavily, getting very excited. The feel of Faith on her, the smell of her arousal, the warmth is all putting Willow into a very soft and warm mood. She runs her tongue along Faith's neck.

" Oh god…." Faith feels the shiver go down her back to her toes.

" Willow? Honey? Is that you? Are you home?" Sheila Rosenberg calls from the other room. Immediately, the mood is broken, and the two girls are scrambling to get back on their feet. They just make it as Sheila Rosenberg enters the foyer. Faith, very aware of her heightened conditions, slips her clipboard down to hide her obvious excitement.

" Oh, there you are, sweetheart. Faith? Are you still here?" Sheila Rosenberg looks surprised. " I thought you'd be gone by now."

" Sorry, ma'am. Just stopped to chat with Willow. On my way now!" Faith smiles, embarrassed. She starts to move towards the doorway.

" Faith, wait!" Sheila Rosenberg commands. Faith feels her heart sink. Oh god, did she see us? Did she figure something's going on? Shit!

Sheila comes over to Faith, and hands her money. Faith looks at her, confused.

" A tip, Faith. Thanks for all your help. Meant to give that to you , glad I caught you!"

" Er … thank you, ma'am. Really, it was nothing." Faith grins, still feeling herself over-stimulated, trying hard to keep hidden her rather embarrassing bulge.

" You really saved my life. I know Willow would've been upset if I hadn't gotten a band"

" Well, thank you again, Mrs. Rosenberg. Thank you, " Faith smiles, and uses that as an excuse to slip out the door. As she's leaving, she hears Sheila saying to Willow. " Good news, honey, I found a band for your party…"

Faith, feeling sweaty, more than a little horny, and glad to escape without getting caught, decides to walk her bike until she cools down a bit


	7. Chapter 7

cont.

-5-

Faith is walking on cloud nine. No, that isn't high enough for the way she's feeling. She's definitely on cloud 10, maybe 10 ½ . She feels like she's walking on air, that her toes don't touch the ground. She feels giggly and bubbly and ,in her words, girly, which is particularly strange since she hasn't been able to get rid of a particular bulge she developed at Willow's house.

Ok, Faith, get a grip. You're acting like a lovesick teenage girl. Well, maybe because you ARE a lovesick teenage girl. Yeah, ok, but how do you explain that thingie that just popped up between my thighs? Oh crap, I'm so lost I don't know what the hell I'm thinking or doing. I just know that I'm loving what I'm feeling… and how Red makes me feel… and it's particularly weird because before this… girls weren't exactly on my radar. Hell, before this I didn't have a penis, either! This is weird, totally weird… so how come I'm so fucking happy? Oh, I dunno. Maybe the girl I'm crazy about loves me, I got a well paying gig for the band, and hey, maybe for once life is just great. Maybe, ya think?

Faith, her head in the clouds, not even thinking that Oz and Veruca might be home, bursts through the front door, just wanting to dance. She stops short when she hears familiar and angry voices coming from the bedroom.

" … I'm tired of this whole thing, Oz. I'm tired of you doubting me, making me feel like a liar. I told you what happened last night, that you got drunk, AGAIN, and got into a fight, and the punk you were fighting stabbed you. But no, you don't believe me. That sucks, you know? Why would I lie to you?"

" I'm not calling you a liar, Veruca, " Oz, his voice sounding strained, yells back, " I just don't remember it. And I know I don't drink that much… so how is this happening all of a sudden? Why am I coming home all the time beat up, scratched and sore? It's just making sense!"

" Maybe you didn't drink much before, but lately… ever since little Ms. Faith showed up on the doorstep, you been throwin' em back pretty damn good. Gotta wonder why."

" Don't bring Faith into it. This is between you and me."

" Really? That a fact, Oz? How come ever since she came, it's been hell around here? She's ruining our lives, and you're letting her do it. I mean… oh screw this… you don't care, you don't love me. I'm getting the fuck outta here!"

" Wait, Veruca, don't go. I DO love you, I just…"

" No, you're … you're choosing her over me, and I don't like it. I mean, who the hell is she, anyway? You never said word one about her before she showed her ass up here, and now… "

" Veruca, c'mon, she's family. What am I supposed to do? Let her be homeless? Sleep in some alley somewhere. God…"

" No, instead what you do is bring her here, and let her interfere in our lives. I mean, before she came we never fought… not like this! I'm telling you Oz, it's her or me. She goes, or I'm outta here. I'm tired of her, and I'm tired of you defending her. Get it?"

" Veruca, please…"

" Her or me, Oz. Think about it. I'm outta here!"

With that, the bedroom door opens and slams shut, and Veruca, not even glancing in the living room where Faith is standing frozen, turns and slams out the back door. A few seconds later the van can be heard roaring to life, and wheels squeal as the vehicle is driven fast out of the driveway.

Faith feels like someone hit her in the stomach with a sledgehammer. She sits down heavily on the arm of the sofa, staring at the ground, gripping her fists and biting her lip to keep from crying. She is so open emotionally, that Veruca's words were like knives hitting her.

Oz emerges from the bedroom. Faith hears him, and sits up, trying to cover what she's feeling. She goes over to him.

" Hey. Got some great news!" She says, trying to put a happy on the crappy situation.

Oz just looks at her strangely, as if it's the first time he's ever seen her. He stands staring at her, until she becomes uncomfortable.

" What?" Faith says, defensively. Without thinking, she looks down to see if her ' growth' is showing, but there's no apparent bulge in her jeans.

" Who are you?" Oz asks, his tone strange.

" Huh?" Faith is totally surprised by the question. " Quit kidding around, Ozman. I'm Faith, you know… your cuz. We've known each other for like…forever. Hell, we were practically raised together. What…?"

" No you're not, Faith, " Oz says, " I don't … I don't have any girl cousins. I'm pretty sure of that… but you're like familiar, and not."

" Oz, c'mon, a joke's a joke, ok. Ha, ha, I'm laughing here, " Faith is far from laughing, " but this is too much."

Oz comes over, and grips Faith by the arms. He stares right into her face, and his expression is desperate bordering on hysterical.

" Who are you? Why're you here? Why are you familiar? What's the deal, what're you trying to do to me and Veruca? What's going on here?" His grip tightens.

Faith, getting scared, manages to push him away.

" What are you saying. Goddammit, Oz, I'm your cousin. I've been … we've been… why're you doing this to me?" Faith feels her lip tremble, and bites it. " Is it her? Is she doing this? I don't get it…" She shakes her head, and turns away, moving to the couch and her grip, which is stored behind it. She grabs it, and puts it on the couch, " Dammit, if you want me gone, Oz, just say so. I'm outta here. I get it. I'm in the way…" Without looking at him, she starts stuffing her clothes and stuff into the bag. Despite her best efforts, hot tears begin to sting her eyes, making everything blurry.

" No, Faith. Wait. Please?" Oz moves over, and puts his hand on her arm. She shakes him off, and continues packing. " Just… everything is so confused… I can't remember stuff I should be remembering… it's like my brain is all Swiss cheese… full of holes… so much I can't remember, exactly…"

Maybe it's some word, or the tone of his voice, or just his being so close, but something makes Faith look up at him, and what she sees surprises and worries her. Oz, Mr. Cool, never get ruffled, the ultimate laid-back, looks scared. Really scared. The façade is gone, and his inner turmoil is plain to see.

" Oz, what is it?" Faith asks, genuinely concerned.

" I'm scared, Faith. I… I can't remember what I'm doing. I come home late night, and I'm all messed up and scratched and shit, and I can't remember how I got that way. Veruca says I'm drinking, a lot, but I … I don't remember drinking that much… but… things are all blacked out… "

" That's just crap, Oz. I've known you forever. You don't drink … I mean, you don't get wasted. You can barely do a beer… you've got this thing about losing control…"

" Yeah… that's another thing. You've known me forever… I've got all these memories of you… but they don't… it doesn't… I don't know, it just when I think about them, they don't ring right in my head."

" Oz, you gotta believe me. We're tight as tics. You're mom and mine are sisters, and they had us together all the times. Shit, I remember all the crap you've pulled on me, make me crazy, and when I want to go hit you, you do something just so great my heart melts. I feel like you're my brother, Oz… more than a cousin."

" That's just the deal, Faith. I remember stuff about you. Like you loving motorcycles more than anything on earth, how one day you want to like race them… how your mom nearly had a heart attack when you told her that… but it's like I'm looking through someone else's eyes. Like I'm remembering these things with someone else's brain… I don't feel connected to anything." Oz sits down heavily on the couch, leaning back heavily into the cushions.

Faith turns on the arm and looks at him, and feels she understands what he's going through. She knows how scared she feels about her own memory lapses, and the dreams she's been having. The killing dreams. How sometimes she looks at things and she feels they can't be real, can't be the way it seems, even though her mind tells her it's so. She feels like sometimes there's something living inside her, trapped and waiting. Waiting to get out. It scares her, because she senses it's powerful, and hungry.

Oz sits up suddenly, his face set.

" I gotta go find her, work this out." Oz stands, and starts for the front door. Faith gets up and follows him.

" I'll go with, Ozman. " She grabs her purse.

Oz turns, blocking the door. " I really wish you wouldn't Faith. Things are hinky enough between me and Veruca. You there might just make it worse."

Faith can't help feeling a little hurt. " Oz, I'd never do anything to stand between you and Veruca, or anyone you cared about. Don't you remember when we were 12, and we did the blood oath? Cut our palms and everything, swore we'd be friends forever and stand by each other. I … I'm not gonna lie, Oz, I think Veruca's playing you. But if you love her, if she makes you happy, I'm with you, bro. I just want to make it right. I love you Oz, even if you think you don't know me, cuz!"

Oz mumbles something and turns away.

" Didn't catch that one, Oz, " Faith says, following him out the door.

" Said even if you aren't my cousin, I'd want you to be, " Oz says, as way of apology.

Faith catches up to him, and gives him a hug.

" You dope. Of course I'm your cousin, Swiss cheese brain. Now lets go find Veruca and make with the happy!"

Oz stops suddenly, putting out an arm to stop Faith.

"What?" Faith says, turning to him.

" You said you had some news? Never got a chance to tell me."

" Yeah, maybe, " Faith says, slipping under his arm, and walking away. Oz runs to catch up.

" Well, you looked pretty revved up about it earlier. " Oz runs to catch up with her.

They walk along the street, heading for the Bronze. They figure if Veruca went anywhere, it'd be there.

" So what's this big new you got to tell?" Oz probes.

" Dunno if I should tell you now. Seeing how you're not my cousin and all, " Faith teases him a little, " Maybe I'll just find some other band to do it…" She trails off, looking out of the corner of her eye for a reaction.

" Band? What about the band?" Oz's curiosity is in overdrive.

" Well…"

"What, WHAT?" Oz is on his last nerve.

With everything going on, I almost forgot about it." Faith grins, knowing what's coming. " I got us a gig… a paying gig!"

" Huh?"

" A gig. You know, a job. For the band?"

" Yeah, ok, Ms. Smarty I know what a gig is, but did you saying paying?"

" Uh-huh" Faith says in a sing-song voice. " I gotta us a gig that pays 600 dollars for the night."

" Ok, Faith, quit kidding. Who's gonna pay US 600 dollars to play?" Oz shakes his head in disbelief.

" One of my route customers was talking on the phone about needing a band for a party, and well… she couldn't get anyone at a price she wanted to pay. So, I told her I knew a band, and hey… I got us the gig!"

" FAITH… You DOG!" Oz grabs her up and hugs her tight. " This is GREAT! I could kiss you!"

" Yeah, and then Veruca will start with the Hillbilly cousin thing again, " Faith cracks.

" Veruca will be so jazzed. Hell, she'll kiss you!" Oz is grinning from ear to ear.

" She damned well better not!" Faith declares, feeling queasy at the thought.

" Uh-huh, " Oz says, giving her a sly look. " I know that's not the girl you want to be kissing!"

" What're you babbling about, Oz?" Faith says pretending ignorance.

" Oh, please, Faith. You've been mooning over Willow almost since you got here. Talking this and that about her, never mind how you get all lit up when she's around. What do you think, I'm blind or something?"

" You're with Veruca, what other evidence do I need?" Faith cracks. Oz scowls at her. " Don't get all pissy on me, Cuz. Just because I gotta be nice to her for your sake doesn't mean I have to love the bitch!"

" I didn't want you to come along, anyway. Why don't you go back home?" Oz grumbles.

" We're almost at the Bronze now, Ozman. Might as well go on. Anyway, I promise, I'll be good. A regular Rebecca at Sunnydale farm, ok?"

Oz turns to face her, walking backwards. " This is why I didn't want you along, Faith. She's gonna catch your 'tude, and then it's gonna be all …." He trails off as he notices Faith has stopped dead in her tracks. She seems to be staring over his shoulder.

Oz turns around to see what she's seeing, and feels sick when he does. In the alley by the Bronze, leaning against the wall is a couple. They look very cozy. She is leaning against the wall, her legs splayed apart, her skirt up. The man, facing away from them at the moment, is between her legs, his pants down around his knees. The woman is moaning harshly, as the man lifts her and her legs wrap around his waist.

The woman is Veruca.

" What the hell…" Oz growls, and begins to advance on the couple.

Faith, over her shock, reaches out and grabs him, restraining him in a bear hug.

" No, Oz, don't!" Faith says, " Don't…"

At the moment, the couple turns around, the man leaning against the wall as the woman moves up and down on him.

The man is Xander.

" Oh, holy shit, " Faith gasps, " Xander!"

" I'm gonna kill the sonofabitch!" Oz struggles in Faith's arms.

Faith, knowing that a confrontation will just spell disaster, pulls Oz away from the scene. She hustles him over the entrance to the Bronze and pushes him inside.

Oz stands there, glaring at Faith. His hands are balled tightly into fists, and his face is red in rage.

" Dammit, Faith. Get the hell out of my way. I don't want to hurt you, but I'm not gonna let you stop me. I'm gonna kill Xander, and then I'm gonna kill her!" He starts towards the door, but Faith blocks him.

" Don't, Oz, stop!" She says, not letting him pass, " think about it. What good is it gonna do now? Think it's gonna stop her from slutting around on you? All that's gonna happen is that worm Xander'll call the police on you, and you'll go to jail. She's a bitch, and a whore, and she doesn't deserve to make you fool like that."

" Dammit, Faith what the hell am I supposed to do? Pretend it didn't happen?" Oz pushes her aside, making for the door, " just wait here, this won't take long."

" NO!" Faith goes to him, grabbing him. He shakes her off. She spins him around.

" Let me the hell alone, Faith. This isn't your fight!"

" Sorry, Oz"

" Huh?"

Faith belts him, catching him under the chin, and lifting him off his feet. His eyes go wide, then close as he crumples to the floor.

Faith kneels by him, putting his head in her lap, and stroking his face. Her face has an ugly expression on it.

That fucking whore! How could she do that to him? She knew he'd come looking for her, and she's boning Xander… God, Xander, that slime… right there in public. The bitch … one of these days, I'm gonna wipe that smarmy, nasty smile of hers off her face with my fist… then claw her eyes out, and rip her to pieces. Faith shudders, realizing that the idea actually gives her some animalistic pleasure.

And she's boning Xander? Xander? To whom a sewer is a step up in class? Well, I guess that just proves all her taste is in her mouth. I mean, get real. They guy makes slime look good. What's she doing the horizontal mambo with him, anyway?

I guess I shouldn't be surprised that Xander's cheating on Cordy, either. At least, last I knew they were still together. They looked pretty cozy today at school. But here he is, putting it to Veruca the whore. Well, I guess if he beats her, he'd gonna cheat on her, too. Figures, the prick. Why the hell does Cordelia stick with that bastard, anyway? I mean, if she could get past the " I'm better than anyone" 'tude, she's a hottie, pretty much. I don't get it. I just don't get it!

Oz starts to come around. He sits up, holding his head. He stares at Faith.

" What the hell happened?" He moans, holding his head. " You hit me!"

" Yeah, well you were gonna do something real stupid, and I had to stop you."

Oz just holds his head, and starts rocking back and forth.

" God, Veruca… with Xander? Why is she with that creep? God, I'm sloppy seconds to a fucking loser like that!" Oz starts to get up again." I'm gonna go beat that prick into the ground…"

Faith pulls him back down, and holds him down.

" Oz, don't be a moron. Going out there now is only gonna get you arrested, and then what? She'll just laugh at you. I'm sorry, Oz, but she's not worth it."

" Dammit, Faith. I love her. I don't want her fucking that … that…."

" Oz, do you need a hammer to hit you on the head? Pretty clear she doesn't love you. How could she, and do that to you?"

Oz, the normally unflappable, cool as ice cream Oz, starts to cry. His face seems to crinkle up and collapse.

"What's wrong with me? What the fuck did I do wrong? Why doesn't she love me?"

" Shhh… shhh… don't, Oz. She's not worth it, she's trash" Faith pulls him in, and cuddles him. " Don't do this to yourself. You didn't do anything wrong, baby. She's the blame, not you."

" I'm such a dope. I knew something was wrong… the way she was acting, and all. I knew something was up… I just didn't want to see it. I guess I just … damn. It's because I'm so short, right? That's it, right? She doesn't love me cuz I'm so short…" he voice gets a broken quality to it, " short, and funny looking, and … shit, no money, nothing… no wonder…"

" Oz, if you keep doing that to yourself, then you are an idiot. You're a great guy, a sweetheart. Maybe not too bright, picking her, but hey, you're in love. You can't help it you fell for a skanky ho!"

Oz looks up sharply, and sees her mocking expression. Her eyes are twinkling, and he almost laughs. Instead, a tight little grin comes over his face.

" Guess not…"His head droops. " I feel like shit."

Faith helps him to his feet. She puts her arm around his waist. " Come on. Gonna take you home. You've been beat up both body and soul, baby. Put you to bed. I think you need some rest."

" 'K " Oz replies, the fight gone out of him. He leans against her, and is almost docile. " Can I at least throw a dirty look at him?"

Faith turns to him, wearing a tight little smile. Her eyes are hard, glittering like diamonds.

" Don't worry, Ozman, he's not gonna get away with it. Gonna get him back, and her, too. Trust me. We're gonna get them back. "

He half grins. " Thanks, Cuz."

" You bet, Cuz" Faith grins at him.

They walk out of the Bronze.

-6-

"Oh, C'mon Buffy!"

Willow and Buffy are sharing a table close to the dance floor. It's not a live band night, so the club is playing dance music over the system. Willow is up out of her chair, pulling on Buffy's arm.

" Will, really not feeling like dancing tonight, " Buffy pulls away from Willow's hand, moving a little closer to Angel.

Buffy is feeling more than a little off tonight. Her body feels achy and hot, and she's still worried about her new little tattoo that appeared overnight. Then there's the sex with Angel last night. Not saying it wasn't good. It was… really good… I wanted more… but that's what's weird. I was like on fire last night, I couldn't get enough. And shoot… where we did it… so close to … where those poor people were ripped up… and those beasts in the wood. But shoot howdy, Buffy was horny, and she just had to have it then, didn't she? I don't know what came over me. I've never been so aggressive with Angel before. I think it scared him. He's hardly looked at me tonight. Probably afraid I'll throw him on the dance floor and screw him right there. God, what the hell is wrong with me…

Buffy unconsciously touches her shoulder, knowing the mark, or brand, or tat was there. Those dreams are becoming so real… I can feel her pain now… god, even more than before, I can feel what she feels. And she's so scared… I can feel that too. What's happening to me? Am I cracking up? Are they gonna measure me for a straight jacket soon? Rubberize my room and put … god, no jokes, I'm scared here!

" Buffy, are you alright?" Angel looks at Buffy, concerned. He's been rather worried about her since last night. Coming on that scene in the woods really affected her. Then, later, she got all aggressive and hormonal. I've never seen her so… never like that before. It was wonderful, but she's been withdrawn and quiet since. Oh man, I hope I didn't hurt her… she was a virgin… maybe she's freaked about making love like that… maybe she regrets it. Damn. Why didn't I control myself? Stop it? She probably wasn't ready… was only doing it because she needed to be held. I know she was freaked by all that blood last night. I should've stopped it. Why didn't I stop it?

" Yeah I'm ok, I'm just feeling a little feverish. Maybe I'm getting a cold or something…"

" I didn't know you were feeling sick, Buffy, " Willow is immediately apologetic, " Maybe we should just call it a night…"

Willow's feeling bummed too. She was hoping that Faith would show up. After this afternoon's little session on the floor of her house, she was more anxious than ever to do more with Faith. But it looked like Faith was going to be a no show. Damn, at least I was hoping for some hot smoochies… now… Willow sighs.

" No, really don't want to go home. If mom learns I even got the sniffles, she'll have me in bed, wrapped up like King Tut, and will be force feeding me vitamins and orange juice. Not wanting that."

Cordelia Chase, looking like she stepped out of a European fashion magazine, emerges from the crowd, and plops down in the empty chair across from Willow.

" Hey guys, what's up? How come it looks like an Ingmar Berman film over here? You guys are giving glum a bad name."

" Buffy's sick" Angel and Willow almost say simultaneously.

" No, not sick, just kinda weirded out by everything that's been going on, is all."

" Still thinking about last night, Buffy?" Angel looks at her with concern. " I mean, the wolves and all…"

"Werewolves. Didn't you guys say they were werewolves?" Willow pipes up.

"Whatever. It was just horrible…" Buffy shakes her head, trying to clear it of the memory of the bodies and blood.

" Aw c'mon, Buffy, you fight demons and Vampires and stuff. You've seen lots of blood and guts and icky stuff" Cordelia pipes in.

" This was different, Cordy. They were human…"

" I know, but I mean, it's part of your job, as a slayer… blood and guts… "

" Cordy, " Willow tries to change the subject, " Where's Xander?"

"I dunno, " Cordy shrugs, trying to be casual about it, " I mean, we were supposed to meet here, but I haven't seen him."

" That's weird. Didn't we see him when we got here? What, say an hour ago?" Angel asks Willow and Buffy.

" Thought so. I thought he was in the back or something." Willow puts in.

" Really?" Cordy lights up. Then her expression changes, hardens. " Well, if Xander Harris wants me, he can come find me. I'm through chasing around after him!"

" Good for you, Cordy!" Willow reaches over and pats her hand. " Stand up for yourself!"

Cordy smiles, pleased with herself.

" Hey guys, I gotta ask you something, " Buffy blurts out. She's needing to tell someone about the tattoo or whatever it is she has, and these are her best friends. Well, except maybe Cordy.

" What's up, Buffy?" Willow asks, looking over at her. She pauses. The expression Buffy's wearing gives her a weird feeling in her stomach.

" What is it, Buffy?" Angel asks.

" I want to show you guys something, but if I do, I need you to promise you'll keep it a secret. Ok?"

All three nod their agreement.

" Buffy, is this what you showed me last night?" Angel asks, remembering the burns on Buffy's body.

" No… this is new… and different!"

Buffy starts to unbutton her blouse.

" Buffy! What're you doing? " Cordelia seems freaked, " I mean we're not all like Willow here… Gay, I mean …no offense, Willow"

" Relax, Cordelia," Willow grins at her, " being gay? Not catching. Also, doesn't mean I want every woman on the planet… just you, you hottie." Willow pretends to reach for her, and Cordelia squeals.

Buffy clears her throat, showing her irritation. " Is playtime over now, girls?"

" Sorry, Buffy!" Willow blushes.

" Hey, she started it."

" I so did NOT, Ms. Homophobe!"

" You did too, with your making out with Faith at school and all!"

" Cordelia Chase, that was supposed to be a secret."

" Maybe you shouldn't make out in the student quad then, don't you think?"

" You are such a blabbermouth, Cordy! What if I start telling about…"

Both girls suddenly realize it's gone somewhat quiet at the other end of the table. They turn, and look at Angel and Buffy, face in hands, looking at them. They both blush a deep crimson.

" Oh, no, don't stop on my account!" Buffy's tone is mocking, " So, what's this about Cordelia?"

" Nothing…" Willow shuts her mouth.

" But you were making out with Faith in the student quad area…?" Buffy's brow is arched.

" No… not making out!" Willow shoots Cordelia a knife laden glance, " just well… we kinda kissed, and Cordy happened to come along and saw us… not making out!"

" And you didn't tell me about this… why?" Buffy looks intently at her friend.

" Dunno… maybe cuz I thought you'd give me the look you're giving me…" Willow reddens.

"What look?" Buffy's surprised.

" That look… the Shocked but gotta cover it because Will's my best friend and even if thinking she might be gay might freak me, can't let her know it look."

" So not fair, Will, " Buffy protests, " that's not true at all. I'm happy for you if you and Faith are like…well, whatever. But I don't care if you're straight, or gay or something between; you're my friend. I don't care who you date… well, except Angel, can't have him, and oh, me, because I'd kinda like to know in advance, but otherwise, no skin of my nose…"

" Buffy?" Angel interjects mildly.

"What?" Buffy turns to him.

" You're starting to babble like Willow…"

"Huh?"

Buffy looks at Willow, who's twisting a strand of her hair, a Buffy nervous habit. Willow realizes what she's doing, looks at Buffy who's looking at her, and they bust out laughing.

Angel and Cordelia look a little puzzled, but join in, politely.

" You're a bad influence on me!" Buffy and Willow say almost simultaneously, and then laugh harder.

Angel and Cordelia just look on, as the two of them cackle like morons for a minute or two. Finally, sobered up, they look around the table and blush again.

"What started this anyway?" Angel asks, after the hilarity is over.

" I think Buffy was going to show us something?" Cordelia replies.

" Right. Remember, I need you not to tell anyone, ok?" Buffy looks at them solemnly, " and Cordy? Not trying to sex you up, so chill, ok?"

Willow giggles. Cordelia blushes.

Buffy pulls down the shoulder of her blouse, and turning, reveals the tattoo that appeared on her shoulder this morning. Each of them looks at it, but it's Cordelia that is a little freaked out. And it's not Buffy's bare shoulder doing the freaking.

Flashes of memories go through her mind. A big white room with lots of harsh lights and tanks lining the walls. Faces crowded around her, staring at her. Making her scared. Then the sensation of flying, free high and away… the simple pleasure of feeling the wind under her wings. Wings? Then Xander standing over her, after he's just hit her again, saying something like " If your not careful, I'll brand you…" then in a tank of water, that's not water. It burns, and through the glass she can see a symbol like the tattoo on Buffy's shoulder.

" When did you get a tattoo Buffy? " Willow asks, " you're mom's gonna have a cow when she finds out!"

" I didn't get it Will. It … just appeared. This morning… after one of those dreams I told you about."

"That's so weird, Buffy, " Willow looks at the tattoo closely. " Gee, it… this is strange, but it looks like a bar code… like on stuff you buy."

" Oh, great. What? I'm for sale now? " Buffy looks over her shoulder, trying to see it more clearly.

" Willow's right," Angel says, looking at the tattoo. " definitely looks like a bar code. Like you'd use to identify something in an inventory or the like."

" Why the heck would I get a bar code on my shoulder?" Buffy says, puzzled and worried. " Maybe I should show it to Giles…"

" No, don't!" Cordelia seems a little freaked out. Everyone turns to her." I just mean, well… Giles has been acting so un-Giles like… has anyone else noticed that? All well… kinda secretive and secret agenty and all… maybe it's better not to show him. I'm kinda feeling weird about him."

" Oh, that's just poop!" Willow says, upset, " Giles is Giles. He's Buffy's watcher. He'd want to know."

" No, I think Cordelia's right. I could've showed this to Giles this afternoon, but something's not right about him. Not lately, anyway. I don't think … I think it's best we just keep this to ourselves, for now." Buffy feels a chill down her spine, and can't understand why.

" I have to agree with Willow, " Angel puts in, " It might mean something. Might be some kind of mystical symbol. It might have to do with your slayer duties, Buffy. I think you should show Giles!"

" NO! " Cordelia insists, " I mean… there's just something about the way Giles has been acting and all. I think at least, Buffy should wait."

" I agree. This isn't about my slayer duties. This is about the dreams I'm having…"

" Couldn't they be…" Willow starts.

" No, they're not slayer dreams. They're… just nightmares. Really scary and too vivid nightmares. I think … for now, I think it best we just keep this to ourselves, ok?"

She looks around the group because no one is responding.

" OK? "

Everyone nods.

" So, can we talk about something else now?" Buffy says, wanting to change the subject.

Cordelia feels restless. That symbol on Buffy's shoulder has stirred something in her. Something deep , buried just below her conscious mind. She feels a need to be outside, away from crowds and buildings and noise. She taps her fingers on the table nervously.

" Are you ok, Cordy?" Willow asks, looking at her, " you look kind of pale."

" Hmmm? Oh, yeah, I'm fine… fine, " Cordy says absently. She stands up, " hey, guys, I think I'm gonna go. Gotta find Xander and all, you know… see you later, ok?"

" Ok, Cordy, " Buffy says, looking at her intently. " You sure you're ok?"

" Yes, yes, I'm fine. God, all these questions!" Queen C rears her ugly head.

" Ok… well, seeya then, "Buffy says, not needing Cordy's 'tude right now.

Cordelia rushes off without any more formality. The remaining people watch her go.

" What's her deal?" Willow asks, a little put out by Cordy's strangeness. God, what is her problem, anyway? Well , for starters… Xander…

Buffy shrugs, " Dunno. But it's Cordelia… for her, that's almost normal."

It goes quiet for a minute or two as they think about Cordelia's weird behavior. Then Buffy breaks the silence.

" So, lets move on and talk about something else, " Buffy grins, a little mischievously. " Let's talk about oh, say, you making out with Faith …?"

" BUFFEE!" Willow turns red as a beet.

" Yeah, Buff. Why talk about it when a demonstration is so much more effective, ya know?"

Everybody turns, and behind Willow Faith is standing , a smirk on her face and her arms crossed over her chest.

Before anyone can react, Faith swoops in, puts her arm around Willow's shoulder, and bends over, engaging her in a three alarm lip lock. The others watch, wide eyed.

Willow, as surprised as the rest of them, doesn't react at first. Then her arms slide around Faith's neck, and she pulls her in for a heated kiss. The kiss seems to go on forever, and when the two break, there is definitely a breathlessness going on.

Buffy and Angel , sitting across the table, are grinning like fools, and blushing.

" Hey, Faith, " Buffy finally says, " I'm gonna go out on a limb here and say, something's going on between you and Will?"

" Naw, Buffy. I just like kissing girls. You're next!" Faith teases her.

Willow punches Faith lightly on the arm. " You better not!"

" Mmmm… dunno, Faith. " Buffy turns to Willow, " How is she as a kisser, Will?"

Willow just grins, and licks her lips.

" Wow… well, I'd have to say that's the Willow seal of approval. Pucker up, Faith, and lay it on me." Buffy grins at them both.

" Sorry, Blondie. Did I forget to mention? I only like to kiss red-headed girls."

"Damn, Willow. You always get the girl!" Buffy laughs, then slips her arm through Angel's . " Guess I'll just have to settle for him." She leans against Angel and smiles at him.

" Settle?" Angel grins, " seemed pretty unsettled last night…"

" ANGEL!" Buffy blushes, " SHHHH!"

" Yeah, what about last night?" Willow teases Buffy. " I hear…"

" Hey, before it gets really all steamy and sexy in here, I've got a message for you guys." Faith looks at Buffy and Angel. " I ran into Mr. Giles on my way here, and he asked me to tell you if I saw you that patrol is cancelled tonight. After last night, he figures Buffy should take the night off."

" Really?" Buffy's smile widens. " Gee, no patrol Angel. Whatever will we do?"

Buffy and Angel stare at each other for a minute. Buffy leans a little closer, and plants her lips on his neck.

" Ummm… who's the vampire there, again, Red?" Faith whispers in her ear. Willow giggles.

" Hey, you two!" Willow speaks up, " Don't you think you should get a room?"

" Hmmm… maybe, " Buffy says. She and Angel stand, " But from my perspective, that's kind of like the pot calling the kettle black, you know?"

" Hey, we haven't…!" Willow protests. But not because I haven't tried!

"Don't blow a gasket, Will. It's ok… when it's time, it'll happen, " Buffy grins at her. She looks up at Angel, " time to go, honey" she says in an ooey gooey voice. They walk towards the rear exit.

Willow looks at her watch, " Holy moley. My mom's gonna have a fit." She stands up. " Walk me home, sweetie?" Willow does a wicked imitation of Buffy's ooey gooey tone. Faith laughs.

" You're a bad-un, ya know? I think I'm loving it."

" Mmmm… you got no idea how bad I can get, " Willow croons at her, as she makes sure she manages to rub against Faith at every opportunity. Her arms slides around Faith's waist, and her hand slips into the back pocket of Faith's jeans.

" Hey… so not fair. You're not wearing pants. "

" Improvise, sweetie. Improvise."

The both of them giggling, they walk out towards the front entrance.

Unbeknownst to either couple, they've been observed. Closely. A couple in the corner has been watching them since they came in. Anne Price and Ethan Rayne smile as they leave. They know now that the couples have come together, and from their actions, they are close to mating. They know their little plot is going to come right at the appropriate time. They turn back to their conversation, planning out their next move.

And unbeknownst to them, they're being watched. A tall man, wearing glasses, sits in a corner opposite them. Before him is a glass of scotch. He takes a sip while watching both the couples and Ethan and Anne.

He arrived just a few moments prior, through the back door. he was hoping to catch Buffy and Co. before they left, but they were already moving off when he arrived. He didn't want it to seem planned, more by accident. Something was wrong with Buffy today, he noticed that while she was giving him her report. He never had a chance to explore it, however. She seemed …distant, as if she didn't trust him. That worried him.

More worrisome was the couple at the other table. So, Ethan knows someone on the inside. Anne Price must be working with him. But why? She's supposedly the liaison to the select committee. Does she have another agenda going, and how does it involve Ethan? Already, Giles wasn't liking what he was seeing. He knew he should warn Dr. Walsh. And also, report on the progress of the clone's mating.

He shivered at the word. Clones. God, they're people. Thinking of them as just bits of flesh? I can't do it. I know these children. They're good kids. They think they're real… how can I ever tell them their just little cogs in a much bigger machine? That all they remember, all they think they know? Is just false, programmed by technicians back at the lab?

No, that's not right. They can program memories, but you can't program behavior. They've got souls. They're not monsters, they're not just blobs of flesh. They're people. And here I am, helping to keep them under control. Like they were caged animals.

Giles was hating his job as ' zookeeper' more and more each day. He found that he couldn't just put these charges, these people he's been entrusted to watch. Every night he was drinking, trying to keep his nerves under control, and his stomach from turning at the thought of what was being done to these… children.

When I first came onboard, I was as enthusiastic as anyone. They were going to create a race of warriors, bred for war. It would relieve the ' regular' population the burden of going to war, and the after effects of what war does to you. A breed of super soldiers, designed with inherent capabilities to make them more efficient warriors. Cloned with human and animal DNA, the most aggressive species to make them effective fighters, effective killers.

The first generation, including Spike and Drusilla, and Veruca, turned out to be sterile. Something went very wrong in the DNA sequencing, and their ability to reproduce was eliminated. This generation was kept in stasis until a second generation could be created. This included Cordelia and Daniel, know by the others as Oz. The kinks in the DNA reproductive cycle were worked out using animal mating cycles, rather than human, which are more fragile. So finally they had a breeding pair. But again, something went wrong. Although they were brought together, and mated, the offspring died. Consistently. There was an incompatibility in their DNA. They could breed; just not with each other.

During the creation of the second generation a technique of memory wiping was developed. Both Oz and Cordelia underwent it, but it only had limited effect on Cordelia. For some reason, her memory was resistant. Finally, using hypnotic blocks, they brought her to a point of semi- awareness. They couldn't completely remove her memories, but they wouldn't be accessible to her conscious mind.

After working out the final kinks, they brought the current generation out. They are fully compatible, DNA wise, so they can breed. With their partners, at least. Willow was originally scheduled to mate with Oz, but something again went wrong with their compatibility. So, another clone had to be created. Unfortunately, only female DNA was available… which would be fine, except it was found that Oz's DNA was too close to the original clones DNA. He wasn't likely to be able to mate successfully with any of the current or future crop of clones. So, instead, the new female had to be altered enough to mate with Willow. I don't know enough science to know how exactly they managed it, but somehow they created a gene that would activate her 'male genitalia' on meeting with her mate. I'm assuming it worked; I've no concrete evidence that Faith is anything but 100 female. But she and Willow seem to be getting along very well…

Giles leans on the table, placing his head in his hands. God, I hate this. I'm looking at them as bugs, but their humans. Same as me… better than me, because they aren't lying about what they're doing, what their role is. God, I haven't drunk enough tonight to put it away yet. I have to admit, as a research scientist, I'm a failure. I've made the classic mistake. I've come to care about my subjects… God, their not subjects, their kids. People. With hopes and dreams, they have NO idea what's in store for them. I know… and I can't tell them. How can I tell them their just guinea pigs, and when the experiment is done, they'll be ' recycled'? God, what kind of man am I?

Giles stared over at the other table, where Ethan and Anne sat plotting Maggie's downfall. His face was grim. In that moment, he knew he no longer worked for the Initiative. He wouldn't join Ethan to bring down the Initiative; Ethan was untrustworthy. Whatever plans he had for the subjects were far worse than Maggie's. Of that Giles was sure.

He would find a way to save the ' subjects' of the experiment, even if it meant ….

He didn't want to think about that. He didn't want to think anymore about anything.

Grabbing his glass, he went to the bar for a refill.

It was going to be a long night.

-7-

Cordelia stands looking down at the waters of the lake.

After leaving Buffy and Co. at the Bronze, she'd gotten in her car and just started driving aimlessly.

She didn't have a clue as to where she was going. All she knew was that she had to get away. Something inside her, something buried deep, was clawing to get out. Something that scared her, and at the same time, thrilled her. Something powerful; something hungry.

She left Sunnydale city limits an hour ago, and drove the back roads to the lake. She parked her car on the bluff, and got out. She walked to the edge of the bluff, and looked down.

And so she's still looking down at the moonlit waters. She doesn't know why, but she feels she belongs here. That a part of her is bonded to this place, that this is where she's meant to be. It's a powerful feeling, one that's instinctual and permeated throughout every cell in her body.

She here, looking down, is the predator

Down below waiting, is the prey.

This feeling chills her to the marrow.

Insane. I've gone insane. All of this is crazy. I'm a girl. I'm not a hunter. I don't want … prey. I want to go home. Be in my bed, sleep under the smooth silk sheets. Why am I standing here, looking down at Lake Sunnydale. I should go, I should go home and forget all of this.

Cordelia, resolved, turns to retrieve her car and get far away from this place as fast as she can. She knows that she's been having all sorts of problems lately, what with school, and Xander, and all… but this feeling…is just…

Then she stops. She falls to her knees, crying out as a huge pain rips through her body. She feels her bones popping, reshaping themselves. Her arms lengthen, and her body and head starts to shrink. Her feet break out of her shoes as they become talons, sharp and ready to grab prey. Her face changes, the mouth and nose lengthening and curving downwards, her eyes receding, her hair changing into feathers. Her fingers merge together, and her arms become wings, feathers literally growing out of her skin.

In just a minute, she has changed form a comely young woman into a large, hawk-like predator. She moves her wings gracefully, testing the air currents for lift. She moves back from the edge of the cliff, giving herself enough room to take off. With a call to the hunt, she runs on her avian legs, and lifts off, flying into the full moon. She is on the hunt, and prey, beware.

Out of the forest surrounding the bluff, a large, dark haired wolf with russet stripes emerges. This is no ordinary wolf, as it walks upright, like a man. It watches as the predatory bird takes off, and then raises its snout to the moon, calling out its victory cry.

To be continued


	8. Chapter 8

Disclaimer: same as the other chapters sex violence and squeamish themes also M/F and F/F male couplings

Feedback: Definately

Spoilers: I guess Halloween comes to mind but nothing else this is a total A/U fantasy of a slightly different sunnydale

A/N Thanks Norwalker for her help and her interest in this story if it wasn't for her this part would probably not be posted

Joss Whedon owns all

-1-

Free!

Cordelia Chase cannot remember ever feeling as free as she does now. Sailing high in the night sky, she looks down on the forest area surrounding Sunnydale. She feels the wind beneath her, lifting her transformed body easily in the air. She can feel her new muscles rippling under the covering of feathers she wears. She knows instinctively how by changing the shape of her wing, or moving her tail will alter the course of her flight. She is confident that she alone rules the sky; it is her domain. She knows no fear her, no questions, no doubts; she is powerful. Nothing can stop her from getting what she wants.

She feels a hunger stir within her. A need, not only physical, but emotional. The need to hunt, to kill and to relish that kill. Her heart pumps faster, her blood feels on fire as the need grows. She uses her enhanced eyesight to search out a likely target. No fish for her tonight; she wants something larger, warmer…

She spots a herd of mule deer grazing on the sweet grasses near Lake Sunnydale. Circling high overhead, she watches , assessing the group, looking for a likely target. Feeling her control, her power, she slowly descends, using the air currents to silently approach. Carefully she chooses a target, looking for a likely victim. Even in the moonlight she spots an older doe, obviously weakened and infirm. It stands off a little from the rest of the group, foraging for tender sweet stalks of grass. Cordelia adjusts her flight, setting herself to attack.

Whether it is instinct, or the shadow of her 15 foot wingspan that crosses over the moonlight, the herd is suddenly alerted to her presence. Sounding the call, the herd begins to stampede, racing to escape her clutches. The old doe, infirm from age and disease, attempts to keep up, but soon falls behind. Cordelia swoops down on the prey, her talons extended. The doe, weakened by age and fear, attempts to escape but Cordelia soon has it in her claws.

Struggling mightily, Cordelia rises, carrying the doe below her. The doe struggles, attempting to escape, but Cordelia sinks her claws deeper. They are like sharpened daggers; soon the struggles lessen , then cease altogether. The weight of her prey is holding her down, she quickly finds an isolated patch to drop the carcass. Circling around the clearing, she finds a jutting rock formation to land on, overlooking her prize. Perching proudly, she shakes out her wings, screeching loudly her triumph in the hunt.

Her animal instincts seem to take over. She hops off the rock perch, approaching the cooling carcass of the slain deer. Her movements are almost ritualistic; her head bobbing and weaving as her legs carry her large form towards the kill. Her beak, curved and sharp , cuts into the hide, opening a wound in the remains. She uses both talons and beak to rend the animal, pulling off chunks of raw flesh to gorge upon. The smell, the warmth of the blood, and the taste all overwhelm her, and soon she is tearing and eating, lost in the bloodlust…

Cordelia's eyes squint against the sun shining through her bedroom window, and she groans. She doesn't want to get up; she feels more exhausted than when she went to bed.

" go 'way" she mutters to the sun, " dammit, not time yet!"

She pulls the cover over her head, attempting to block out the nasty sun, when she smells the odd smell. A coppery smell. She tries to ignore it, but it's very strong. Finally, grimacing, she sits up and stretches.

The first thing she notices is that she's naked.

What the heck? I never sleep naked! I swear I put on a nightgown last night…

The second thing she notices is the blood. All over her and her sheets. Scared, too scared to even scream, a gagging sound emits from her throat as she almost tumbles out of bed in her haste to get away from the blood.

Oh, god! Oh god , oh god, oh god! She quickly checks herself for wounds, but finds none. Her brain, still fuzzy from sleep, takes a few seconds to catch up.

It's then that the memories of last night slam into her. She remembers it all. The drive to the lake, the change, and the freedom she felt soaring through the air. The hunger, the desire to hunt. The kill… and how she tore the deer apart. The blood, the taste still in her mouth…

Feeling dizzy and nauseated , she bends over and hurries to the bathroom. She barely makes the toilet when her stomach revolts, and she regurgitates the kill from last night. Falling to her knees, she leans over the toilet as her stomach empties itself.

Feeling ill, her face covered in a cold sweat, she nevertheless pushes herself away from the toilet, flushing it. She notices her arm is streaked with blood. Checking herself, she sees her entire body has smears of blood. Feeling woozy, she leans over the toilet, the nausea taking over again. But she is empty, her only response is a case of the dry heaves.

Weakened, shaky, she stands up again. Panic hits her as she realizes that the bloody sheets are still out in her bedroom. God, someone could see them! Galvanized, she rushes into the bedroom, fearing the worst. How do I explain the blood?

She sighs in relief when she realizes that no one has come up yet. She rushes to the door, and locks it. Turning back, she inspects the room. Except for the sheets, all seems well. She spots the open French windows, the ones by her bed, and realizes that's how she must have gotten back in her room last night… after…

Going into action mode, she quickly strips the bed, and is relieved to find the blood hasn't penetrated to the mattress. Bundling the sheets together, she carries them into the bathroom. She stuffs them into the hamper. I'll have to find a way to get rid of them later. Burn them or something. God, what am I going to do?

Starting to shake violently, she sits down on the toilet, and begins to cry.

What am I gonna do? God, I'm some kind of freak monster thing! What's wrong with me? What happened to me? I don't WANNA be a freak! I want to be ME again! Rocking back and forth, hugging herself tightly, Cordelia gives into the emotions, crying and repeating over and over to herself What am I going to do? What am I going to do?

Finally getting herself back into some semblance of control, she walks over and turns on the shower. Hopping in, she lets the water spray over her, washing off some of the blood on her body. Grabbing her loofah , she scrubs vigorously at her skin, trying to get every bit of what happened last night off her skin and out of her life.

She feels her panic and fear turning into anger. It's not my fault! I didn't ask for this! Hating what she's become, hating that it makes her feel free and powerful, she places the blame on the ones she knows are responsible for this.

Willow. And Faith… and Buffy…and all those freaks! They did this! They made me this way! They did something to me, made me some kind of freaky deeky monster! They're jealous of me, because I'm rich and powerful and have everything I want and everything they wish they had! They used some magic or something to transform me, I know it! Oh, I'm so gonna get them back! I hate them, I hate them all!

Skin almost raw from rubbing, Cordelia turns off the shower and grabs a towel to dry off. Her movements are swift and jerky, informed by her anger. Grim faced, she steps over to the mirror to comb her hair.

As she grooms, she feels her anger dissipate. She knows deep down that it's not any of the ' freaks' fault. Not really. She knows on some level, that this isn't a spell or a curse… that she was born this way. A freak of nature. Her anger isn't at them, it's at the fates that made her this way. All she wants is to be normal, to be an average( Well, ok, not average. I mean, I'm like way beyond average) girl with no strange things happening to her. She wants things to be the way they were… before all the weirdness started.

Even deeper though is a yearning. A yearning to give in, become again. To feel the power, the freedom she felt when she shed her human body and became the hunter… the avian creature. She loved the feeling of power she had, the feeling she owned the skies, the strength she felt and the hunger, the raw hunger to hunt and kill.

No! No! I'm not a thing… I'm a human… I don't want that. I hate that!

She knows she has to stay away from it, all of it. Especially Buffy's gang of freakazoids. They bring that … thing … out in me. I… I won't do it anymore. I can't. I need to forget it. I need to be normal. I'm going to be normal!

Feeling hot, she splashes cool water on her face. For the longest time she stares at herself in the mirror.

Who are you?

Her lips tighten, and her eyes harden.

" Not a freak, I'm not a freak, " She mutters to herself." I'm a normal girl, and … I'm not one of them. I'm not!"

She leaves the bathroom to dress for school.

-2-

" Concentrate!"

Dr. Walsh, Drusilla and Spike are in her office. The lights have been dimmed; most of the light coming from a desk lamp. On the desk are spread tarot cards. Riley Finn, also present, stands behind Dr. Walsh close to her desk.

" What do you see, Drusilla?" Dr. Walsh asks, watching her closely.

" OOOOhhhhhh, " Drusilla groans, her hands flying to her temples. She starts to weave in her chair.

" Drusilla, pet? Are you ok?" Spike, looking worried, puts a hand on Drusilla's shoulder. He throws a hostile look at Dr. Walsh.

" I see darkness, and confusion. Lots of confusion. Something wicked is happening… a man, a tall man, does something to change everything. Make everyone be what they pretend to be. Ooohhhh… so much fighting and pain… everyone is scared, so scared, I can taste the fear…" She looks up, her eyes bright. She's smiling. " I love it!"

" Who? Who's the man? Can you see who it is?"

" Like water from the sky, he is. Slippery and sneaky."

" Rayne? Is that it? Ethan Rayne?"

" Aye, that's him. Oh, he really loves to make things jumbled!" She starts to weave, her voice almost a chant. " like a storm he is, coming in on dark clouds. Then crash-boom the lightning strikes, and all are not what they are, but what they pretend to be. Oh, it's lovely, so lovely…." Drusilla holds her head between her hands, a small moan escaping her.

" Doc, that's enough. You know how this hurts her. She can barely stand after, " Spike goes over and kneels by Drusilla, " Are you ok, luv? Do you need anything?"

" Ruff, ruff. Good doggie!" Drusilla pats his head. " Mommy needs a bone, she does!"

" Drusilla? When is it going to happen? Can you see that?"

" Doc, I said enough!" Spike stands up, coming over to Dr. Walsh, towering over her , staring down.

Riley, standing behind Dr. Walsh, comes forward. Maggie waves him back.

Maggie Walsh stands up, facing Spike.

" I'm sorry, Spike, but I don't have time to coddle her, or you. Things are happening too quickly. Veruca's out of control, and now I know that Ethan Rayne is working against me, it's pretty sure Anne Price is too. Don't you see that?"

" She can't take much more, Doc. She gets into the funks, where she just lies on her bed, staring at the ceiling, talking to the walls. "

"If I don't stop them, Spike, Drusilla's talking to the walls will be the least of her problems. Unless you both fancy going back into stasis again?"

" Is that a threat, Doc?"

" No…I don't want it, but there are many that are more than willing to scotch the whole project. I've got to know what they're up to, so I can counter them. Or it's goodbye to all we've worked for!"

Spike closes his eyes, his mouth a tight line. He's desperately trying to keep his temper in check.

"Just don't push her so hard, Doc. You don't know how it affects her. You don't live with her, see her … every day."

" I'm sorry, Spike. I have no choice, " Maggie goes to Drusilla. " Can you see when it's going to happen, Dru?"

Maggie doesn't see Spike's hands reach out, as if to choke her. He quickly withdraws them.

" Oh, yes, I see… soon, Doctor, very soon. Before All Hallows, the plan, their plan will come to bear fruit."

" Their plan? Do you see someone else, Drusilla?"

At that moment, the lights in the room snap on. Anne Price is standing in the doorway.

" So, what's going on in here?" She asks, brightly. Her voice has a slight edge to it. " Secret meeting?"

Drusilla, still partly in her vision, sees Anne and starts to whimper.

" Oh, it's her," She points a long finger at Anne, " she always there!"

Anne frowns at Drusilla, not really understanding her meaning.

" So pretty this one, " Drusilla rises from her chair, going over to Anne. She circles around her, making Anne a little nervous. " Like a Venus fly trap. She shows the honey until she has you…," Drusilla snaps her fingers in Anne's face," … like that!" Drusilla smiles her slightly crazy wicked smile.

Anne, somewhat disturbed, leans away from her, then ducks around her, going over to Dr. Walsh.

" Do you think you can keep the freaks away from me?" Anne looks at Drusilla warily, " especially that one?"

" Oh, don't worry, Luv, " Spike comes up to Anne, enjoying her discomfort, " Drusilla won't hurt you. She's …sweet in her way. Now, me…." He morphs and shows his game face.

" Dammit! Get away from me!" Anne says, backing right into Dr. Walsh's desk. Trying to regain control of the situation, she turns to Dr. Walsh. " Can we clear the room? We need to talk!"

Spike laughs.

" That's enough, Spike!" Dr. Walsh barks. She turns to Riley, " could you please escort Spike and Drusilla back to their quarters?"

" Right away, Dr. Walsh." Riley moves to Spike, grabbing his arm. Spike gives him a look, as if he wants to hit him. Then he smiles, and beckons to Drusilla.

" Right you are. Come along, Dru. The good Doctor here needs her alone time with … Ms. Price, " Again, he morphs, smiling with full fangs. Anne Price blanches a little.

" Spike, I said, that's enough. Now, be a good boy and go with Riley." Dr. Walsh walks over to him, saying softly so only he can hear, " We'll talk more later."

" Absolutely, Doc. After all, it's all about saving your arse, isn't it?" Spike grins at Maggie Walsh's angry flush. He turns away, and while being dragged out by Riley, addresses Drusilla. " Come luv, lets have a go at naming the stars again."

" Now, Spike! " Drusilla chides him as they walk out the door, " You shouldn't be so mean to the Doctor. She is after all your grandmamma," She waves at Dr. Walsh, " Bye, mummy"

Spike, Riley and Drusilla leave.

" Why do you keep those freaks around? After all, I understand they're sterile. What's the point?"

" Oh, they can be useful, " Dr. Walsh is still taking some pleasure at Anne's discomfiture. " So, what was so important that you had to barge in here interrupting my experiment?"

" Oh, is that what this was?" Anne looks doubtful, " anyway, I'm here to inform you that the Congressional committee is not happy…"

" That's news!" Dr. Walsh comments sarcastically.

Anne continues as if she didn't hear that remark, " … and they want some answers about the Veruca situation."

" I'm sorry, " Dr. Walsh furrows her brows, " but exactly how did they know about the " Veruca Situation" anyway?"

" Well, as Congressional Liaison, of course I felt my duty to report the situation to the committee."

" I see, " Dr. Walsh returns to her desk, sitting down. Inside she's boiling, but she won't let Anne Price see it. She leans back in her chair, and smiles.

" Anne, I really wish you'd come to me before running off to report to the committee. I know you were doing what you thought was right, but I think if you'd discussed the situation with me before hand you would've seen that it's not as serious as it seems. And we already have plans to take care of it, and to keep from having such an occurrence happen again."

" The committee has to know when disasters happen. After all, they have to be prepared to explain it to the public, especially if this somehow got out in the media…"

" We have that taken care of, Anne. Which you'd know, if you consulted with me. Why do you think we chose Sunnydale to conduct these tests? For the ocean view?" Maggie shakes her head with mock sympathy, " We have the town tightly reigned in, including media outlets. Right now the ' media ' is reporting this as a suspected Satanic cult slaying… and that the perpetrators are close to being caught. No panic, no muss, no fuss… unless someone leaks the truth" She looks pointedly at Anne, " But we don't have to worry about that happening, now do we?"

" No, of course not."

" But now I have a group of nervous Nellie congressmen on my hands. Ah well, don't worry about it, Anne. I'll take care of this, " Dr. Walsh says dismissively, " I really wish I could've waited until I had Veruca in custody, but now I'll just assure them that it's all in control." She smiles sweetly at Anne. " See, if you'd come to me first, none of this mess would've happened. That's the purpose of a liaison, right? Communication?"

" Yes, of course, " Anne realizes that somehow Dr. Walsh has turned this around on her, and she's not happy about it. But she decides rather than confront her directly, she'll find a way to make her life impossible. And that would be sweet.

" Like I said, I'll take care of this. But could you do me a favor, please?"

" What is it, Dr. Walsh?"

" Could you find Riley and ask him to come back in? I need to talk to him."

Anne looks at her. What, am I a messenger girl now?

Dr. Walsh's phone rings. She picks it up.

" I have to take this. Thanks again, Anne." She turns away from her.

Anne, feeling as if she's missed something, leaves.

" Hello?" Dr. Walsh speaks into her phone.

-3-

Maggie Walsh hangs up the phone. Her expression is grim.

" I knew it, " She mutters to herself. " I knew she was a duplicitous little bitch, and now I've got proof!"

Maggie, worried and full of nervous energy, jumps up from behind her desk and begins to pace.

She goes over the conversation she's just had with Giles, and all signs point to a coming disaster.

Giles reported that he saw Anne Price talking with that… that… slime, Ethan Rayne. She knew there was some connection there; Dr. Walsh wasn't a fool. She had Little Ms. lollipop and razorblades checked out. But from Giles' report, and some other rumors she's heard, Dr. Walsh had to conclude there was more to their relationship that just colleagues. More like a Sugar Daddy . Some of the things she's heard they've done together … God, how sick is that? leads her to think that " Daddy" and Anne are … perverts to the nth degree. She shudders at the thought. Grow up, Maggie. No time for moral judgments.

What disturbed her more was the fact that Ethan had approached Giles with a plan to discredit her, and further, had knowledge of the subjects. Intimate knowledge. Knowledge no outsider should have. Meaning little Ms. Price is telling daddy all the scoop. Why? What was Rayne's interest in the Initiative, anyway? Wasn't his kind of action. He was more into making the better, more destructive bomb or weapon or plague. Never mind the rumors of Satanic worship. And all the politicians he's bought or has influence over, one way or another. Or the orgies at his " Ranch" in Canada. Or the other, even more vile stuff.

Focus, Maggie. What does he want with the test subjects? Is he planning to steal my work, sell it to the highest bidder? Or is something else, something more insidious in the works? God, I hate that man… and his whorish little daughter, too!

She knows what she has to do. She has to stop him. Both of them, before they can pervert her work. She can't allow it; she won't allow it! There's no telling what that corrupt madman would do with my research. What evil he'll unleash on the world!

The first thing she had to do was get the Veruca problem taken care of. Damn that bitch. I raised her from a glob of jelly in a petri- dish, and this is how she repays me. What the hell went wrong? Why is she going out killing humans? I should've reprogrammed her sooner. This is too out of control.

Maggie wonders what's keeping Lt. Commander Finn. I wonder if Ms. Slut even asked him to come back?

Dr. Walsh walks over to her desk, and presses the intercom buzzer.

" Yes, Dr. Walsh?"

" Bernadine? Contact Lt. Commander Riley. Tell him I need him in my office, immediately!"

" Right, Dr. Walsh"

Dr. Walsh sits heavily in the chair behind her desk. So tired, sometimes I wish I could just chuck it all.

Now, on top of everything else, she has the congressional committee to worry about. Thanks to Anne… Oh, thank you so much, Anne … the killings a few nights ago have gotten back to them, along with the responsible parties. She has to assure them that she has the situation under control, and there will be no repeat performances.

It was a lie. Veruca was no where near ' in control' . Worse, she's gotten her playmate to start evolving early, going on ' kills' with her. From what she could gather, Oz had no recollections of his killing; the mental blocks were still working on the newest generations. But the violence of the kills, and the attendant chemical and hormonal changes brought on by them, and the early acceleration, might cause the block to fail. Then what? Two powerful potential killing machines out of control. No, she had no choice. She had to bring them both in, devolve them both. Another failure! Damn!

The only bright spot on the horizon, so far, anyway, was the Faith/ Willow and Buffy/ Angel pairings. Both seemed to be progressing along the normal timetables set for their acceleration. The only possible worry was both pairings seemed to be getting emotionally involved sooner than she expected. Hey, it's love, or at least the chemical equivalent. Can't predict these things with any accuracy, you know! She chuckled to herself.

Her thoughts are interrupted by her office buzzer.

" Lt. Commander Riley is here to see you, Dr. Walsh"

" Very good, Bernadine. Send him in."

Lt. Commander Riley enters the office, dressed in civilian clothing. Dr. Walsh looks at him, somewhat surprised.

"What's this about, Riley?" She asks.

" I'm going on shift to do monitor duty in Sunnydale, Dr. Walsh, as you ordered. The electronic monitors have been planted on all the test subjects as you ordered, ma'am!" Riley stands at attention.

" At ease, Riley. Sit down," Dr. Walsh waves at the chair before her desk. Riley sits, ramrod straight. " Relax, Riley. This isn't a troop review. Can I get you something? Coffee, juice? Water?"

" No thank you, Ma'am" Riley replies. He relaxes a little, sitting back in the chair.

Dr. Walsh studies Riley Finn, thinking how fortunate she was getting him assigned to this project.

Riley for his part is silent, thinking of how to frame what he wants to say. Finally, he just decides to say it.

" Dr. Walsh, Spike and Drusilla have a request, " Riley pipes up.

" Oh?" Dr. Walsh frowns. This never bodes well.

" Evidently, Alpha Delta Tau fraternity is having a party Friday night, and they… well, they're a little itchy by being cooped up, and they want to go."

" I see, " Dr. Walsh looks at Riley, " What do you think about it?"

" Well, frankly? They're getting a little cranky, and that's never good. They're harder to handle when they get this way. I think it might be a good idea to let them attend the party. I have some guys planted on campus in the fraternity, and together we'll keep an eye on them. If they start anything, or get weird, my men can pull them out. But … being a Marine, I know that morale is important, and I think they could use the R&R."

Dr. Walsh sighs. " Very well, I'm inclined to grant their request. But I'm making them your responsibility, Riley. Make sure they don't get into trouble. " She sighs again, " damn, they're just like children. They are children, Riley. My children. I had such hopes for them. Spike, Drusilla and Veruca. They were my 'firstborns'. I wanted them to be special. I programmed them with strong personalities. I thought it was important." She shakes her head, " but it all went wrong. The genetics didn't work, and they couldn't breed like they were supposed to. I think that's the trouble, Riley. With Dru and Spike, and especially with Veruca."

" I'm not sure I'm following you, ma'am" Riley replies.

" They're supposed to breed. They're programmed to desire it. But they can't, and I think that's what makes them act crazy. I think if they had bred, and had the responsibilities of raising their young, they would settle down. Be more responsible, and stronger. And not be so… wild."

" I dunno, Dr. Walsh. They're pretty …well, crazy, ma'am. Sorry, but they are. Not sure they would make good parents…"

" Well, we'll never know now, will we?" She looks at Riley, and smiles. " How 'bout you and Sam? How are things progressing on the baby front? I know you've been looking forward to being a father and all. At least, that's what it says in your profile…"

Riley Finn blushes. " We're working on it, Dr. Walsh, honestly!" Finn grins, " but with the job and weird hours and all…"

" I know. I've come to depend on you terribly, Riley, and I know it can't be helping things at home. Maybe when this current crisis is over, we can arrange a leave for you and Sam. Get some quality time in…" She smiles.

" Thank you, ma'am. That would be great, " Riley Finn smiles.

Dr. Walsh gets up, and walking to the coffeemaker in her office, pours herself a cup of coffee. She sips it, looking at Riley over the rim of the cup. Her expression is unreadable.

" Are you ok, Dr. Walsh?" Riley asks, a little nervous at the silence and scrutiny.

Maggie Walsh walks over to her chair, and sits. Putting down the cup, she looks at Riley intently.

" Riley? May I ask you a question? And get an honest answer?"

" Of course, Dr. Walsh."

" Are you happy Riley? I mean, here, being here?"

Riley is quiet for a moment.

" Ma'am? I'm not entirely sure I understand. This is my duty, Dr. Walsh. I go where I've been assigned. That would be here, for now. I don't see what my happiness has to do with anything."

"I know this is a strange assignment for you, Lt. Commander. You've seen some strange things around here. I've watched you careful, Riley. You're very discreet about what you've seen and heard here." Dr. Walsh gets up, and walks over to Riley, standing by his chair. " But a good soldier, an effective soldier, is one that is happy with his assignment. That's what I need to know. Are you happy with your assignment?" She places a hand on his shoulder. " The truth, Riley. I need the truth."

" Permission to speak freely, ma'am?"

" That's what I want, Riley."

" Thank you, Dr. Walsh. I won't lie to you. This was hardly what I expected when I joined the Marines, ma'am. Even when I was tapped for Special Ops, I didn't expect anything like this. I'm a soldier, ma'am. All this science stuff is a little strange to me."

" Go on, Riley. Please."

" However, ma'am, I will say, that since I've been here, you've been more than fair to me and my men. It was very unnerving at first, when I learned what was being done here. But you explained it to me, and didn't treat me like a grunt. I appreciate that, ma'am. You've been tough when necessary, but also have given credit when it's due. Again, I respect you for that. " Riley stops for a moment, as if to consider the next part of his answer." You ask me if I'm happy with my assignment here. I'm not sure I can say yes, Dr. Walsh. I'm not sure I believe in this ' super-soldier' concept. I frankly believe that humans, real humans, are still the best fighters. But that's not my call. I will say, that I'm satisfied with my treatment here, and with your leadership. I trust you, Dr. Walsh."

" Thank you, Riley, that means a lot to me, " Dr. Walsh returns to her desk, sitting down. " Things have not always run smoothly here, and I fear that a situation is developing in Project Sunnydale that may require careful scrutiny, along with corrective action when the time is right. Need I say that whatever we talk about mustn't leave this room?"

" Understood, ma'am."

" Good. First of all, we need to discuss Anne Price."

Riley's expression, usually so neutral, in this case reveals his distaste for the subject.

" Is there something wrong, Riley?"

" Frankly, Dr. Walsh, I don't trust her. She's up to something."

Maggie Walsh nods, feeling a genuine smile tugging at the corners of her mouth.

" That's my assessment exactly, Riley. I truly believe she's not working for the benefit of the project. I need you to put an operative on her, to keep tabs on her movements."

" Already done, Doctor."

" I beg your pardon?" Dr. Walsh looks surprised.

" I didn't trust her from the first. After awhile, she began pumping my men for information about the project. At that point, I figured she was up to no good. So I assigned one of my female operatives to her, to shadow her. All very discreetly, of course."

" Well done, Riley," Dr. Walsh seems genuinely pleased. " I see my confidence in you wasn't misplaced. What have you learned?"

" No much, I fear, Dr. Walsh," Riley replies, " But I do know she's been meeting secretly with one Ethan Rayne, a British Industrialist rumored to be worth billions…and who has some very interesting ties to some very nasty International terrorist networks."

Nothing I didn't already know. But still, very clever of Riley.

" Riley, I need your assessment of the Sunnydale situation. There have been some incidents, and I fear the Powers that Be… at least, that's what they think of themselves, are making some noises. I need an objective opinion."

" Not to put too fine a point on it, Dr. Walsh, I think you have some trouble there. I fear a situation may be in the offing."

" Indeed?"

" Your test subject, Veruca, seems to be out of control, in my opinion, Dr. Walsh. She's been observed creating havoc amongst the other ' subjects', and also, I suspect she's behind the rash of deaths that have occurred recently in Sunnydale. Moreover, I think she's brought her … well, she can't mate, but her cohabitant, Oz, into her little spree. To be frank, ma'am, I think it's time we took some action against her."

" I have to agree, unfortunately, " Dr. Walsh sighs heavily, " I've hesitated because she was in my first generation of test subjects. When the reproductive process wouldn't work with her, I still thought she had potential as a handler. To keep the lid on problems. Instead, she's become a problem herself." Dr. Walsh leans back in her chair." We still don't have solid evidence of her complicity in the crimes… but everything seems to point in her direction. Still, we can't reel her in right now. Not until we have more proof." She leans forward. " Those monitors, she has one?"

" Yes, Dr. Walsh. All the mutants do."

" Riley. I wish you wouldn't use that term."

" Sorry , ma'am."

" These monitors can track movements 24/7?"

Riley nods.

" Good. Keep an operative on her. I've got a forensic team going over the most recent murders. DNA tests have been run. I should have the results in a few days… and that should prove beyond doubt she's involved. Once we have the evidence, you're to bring her and Oz in for … reprogramming."

" Understood."

" Anything else to report?"

" Xander Harris, ma'am. I know he's been disciplined for behavior before, but I feel he's a loose cannon. For now he seems to be ok, but I don't think you can rely on him."

" Harris has been loyal. I realize he seems to have some problems, but overall I believe he's still trustworthy."

Riley remains silent.

" Ok, keep an eye on him. But don't do anything unless he proves to be … a problem."

" Disposition?"

" Capture but no kill."

" Understood ma'am." Riley seems to have more to say.

" Yes?" Dr. Walsh inquires.

" Dr. Giles, ma'am."

" I don't understand?"

" He met with Ethan Rayne, ma'am"

" I'm aware of that. He reported in just before I called you."

" I'm glad to hear that, ma'am… but…"

" Riley?"

" I'm not sure of his loyalties to you or the project, Dr. Walsh. He has a history with Ethan Rayne, going back to when they were both young men in college. Though he reported in, he might not be telling all he knows."

Dr. Walsh's brow furrows. " Explain, Riley."

" I don't think he will hook up with Rayne, ma'am. In my background check on him, I found there is bad blood between the two. But, I've observed him in relation to the subjects. Frankly, I don't think he's entirely objective when it comes to them."

" Your point, Riley?" Dr. Walsh sound irritated." I've known Rupert Giles for a long time. He's a very loyal friend, and a scientist. He's very professional when it comes to his work. I don't think he'd …"

" I'm sorry, ma'am, but I can only report what I've seen. On several occasions, I've seen him act not in the best interest of the project, but of the subject. I do think he's become too close to certain members of the group. Especially Buffy and Willow."

Dr. Walsh says nothing. She sits behind her desk, silently, staring out into space.

Riley finally breaks the silence.

"What do you want me to do about Dr. Giles, ma'am?"

" For now? Nothing. If the time comes, I'll handle Dr. Giles."

" As you wish, Dr. Walsh."

" Ok, Riley. I believe you know what you need to do. Get the necessary team in place to capture Veruca and Oz when the time is right. Also, report to me any changes in the circumstance in Sunnydale. And keep a tight reign on Ms. Price. Things are at a delicate juncture right now. The last thing we need is her causing more problems."

" Understood, Dr. Walsh."

" One more thing, Riley."

" Yes, Dr. Walsh?"

" I need a plan to shut down Project Sunnydale. That means everything. In case the worst happens."

" Shut down? You mean…?"

" Yes. But only in the worst case scenario. Can you do it?"

Riley hesitates a moment, then nods. " Yes, ma'am. It can be done."

Maggie Walsh nods.

" I hope it never comes to that, Dr. Walsh."

" Me either, Riley. Me either."

-3-

Cordelia Chase is strolling across campus to her class . She's still somewhat shaken up by this morning. But she's putting a brave face on it, not letting the world know that she knows she's a freak.

A freak. God, what did I do to deserve this one? I mean, why me? I'm just a normal girl, with normal desires. To marry rich, to have a palatial mansion, and to have a black AMEX card to go shopping with, whenever I want. Oh, and servants, of course. And trips to Europe… well, I mean, what girl doesn't? But no, I gotta be some freakazoid like Buffy and Willow…

That's not fair. After Willow and Faith helped me out. I know… I should be nicer to them. But … I just can't be seen with them. Hang with them. Never mind the social suicide… they make me know I'm a freak. I just can't be that, I won't be that.

Cordelia looks up from her musings, and sees something that makes her smile.

" Xander!" She calls out, waving.

She sees him stop and turn. He comes at her. When she can see his face, her smile begins to fade.

" Xander?" She says in an almost whisper.

Xander, looking angry, grabs her arm and starts to drag her to a secluded place on the campus.

" Xander! You're hurting me!" Cordelia cries out, struggling against him.

" Keep it up, Cordy, and you'll really know the meaning of pain."

" Xander? What's wrong? What did I do?"

" You know what you did, Cordy."

They come to a wall, and Xander reaches around Cordelia, taking and arm and twisting it up. She groans loudly.

" Please, stop it! I swear to God, Xander, I don't know what's wrong!"

" Who've you been talking to, bitch?"

"What?"

" Who've you been talking to? Who've you been telling things? Secret things?"

" No one. I swear, Xander ,I haven't told anyone anything!"

" Don't lie to me, bitch!" Xander increases the pressure on her arm. She lets out a loud yelp. " Shut up! Take it like the mutant you are!"

" Why're you doing this to me?" Cordelia starts to cry, " I told you, I didn't do anything, say anything. I swear, Xander!"

" Liar!" Xander hauls back and slaps her hard across the face, cutting her lip. It starts to bleed.

" Now, tell me the truth. Why were you out at Lake Sunnydale last night?"

" I just… I needed to get away, and think… that's all!"

He slaps her again. She cries out.

" Wrong-O bitch," He growls, pulling her close. His fingers dig into her arms. " I know what you were doing… now fess up!"

" There's nothing to confess, Xander. All I wanted was some alone time…"

" You goddamn whore, I should kill you right…" He cocks back his arm to hit her, but suddenly, his fist won't move. Nor his arm. He tries to hit her, but his arm simply won't move. He looks around.

Into the very stern face of Buffy Summers, who is holding his arm.

" Let me go, freak!" Xander struggles, but can't break her grip.

" Hitting women now, are we Xander?" Buffy says, twisting his arm around. He cries out.

"Stop it you bitch. This isn't your business. This whore…"

" HEY!"

Willow walks up to Xander, and kicks him in the leg.

" Damn you!" Xander cries out

" Leave her alone, jerk face!' Willow says, going to Cordelia.

" Get out of here, Willow, " Xander growls. " Get lost before I…."

" Ummm… jerk face?" Buffy twists his arm tighter. " Back off."

" I'll get you for this, you little…"

Buffy twists his arm even tighter. " What was that?"

Xander shuts up.

" Are you ok?" Willow asks Cordelia. She sees the cut lip. " He cut you?"

Instead of looking happy or grateful to see her, Cordelia seems angry.

Damn, don't they get he's dangerous? Can't they just leave things alone? Shit!

"What do you want, Freako?" She sneers at Willow.

"What?" Willow backs off, a little stunned.

" Are you deaf? What do you want?"

" I… I … thought you w-were in trouble and…"

" And what? Wanted to help? I don't need you're help, loser. Don't you get that yet? God, you're dense. Take your watchdog over there, and leave us alone!"

"What's wrong with you?" Willow protests, finding her voice, " this jerk is hurting you. I just want to help you. We're friends…"

" Me? Friends with you? Are you a total tard? Get this straight, you sears catalogue fashion victim. I'm not a freak, get it? I'm not like you! I'm normal ! I don't need you, or your 'friendship'. I've got friends, real friends that are popular. Why would I want to be friends with an Ellen wanna-be and Buffy the wonder dog? Never mind Faith the bull dyke. Geeze, get lost, all of you. How much clearer do I gotta be?"

Willow feels like she's been stabbed in the heart. Her eyes are stinging, but by god she won't let Cordy see her cry.

" Fine" She whispers.

Turning on her heel , she walks quickly over to where Buffy is standing. They talk for a moment, Buffy looking over and frowning at Cordelia. Then they take off.

Cordelia, for her part feels like shit. She didn't want to do it that way, but if she let Willow help her now, later would only be harder. Better this way. She thinks I'm the royal bitch. Better, yeah… better… maybe Xander won't go after them now…

" Nice one, Cordy. I see why you win the Ms. Personality award every year," Xander, cagily watching the two girls walk away . There's gonna be a reckoning, and then you two bitches are gonna pay for that. Pay and pay. " So tell me, " He turns back to her, " Were you born a bitch, or was it long years of practice? I mean, wondering if it's inbred."

" Shut up"

" What did you say?" Xander raises his hand.

" Nothing, " Cordelia replies meekly.

" Good. So, back to business. What were you doing at Lake Sunnydale last night?"

" I told you… I needed some time to think…" Cordelia lies to him, " I got there, got out of my car, and … I don't really remember anything else…"

" Yeah, right, like I buy that…" Xander starts to raise his hand.

"Don't… I don't … I really don't remember anything!"

He slaps her again.

" Why're you doing this? I thought you loved me. Why are you hurting me like this?"

" Because, I like it, you stupid cow!" Xander sneers at her. " I don't want you to forget whose bitch you are!" He gets right in her face. " You're my bitch, got it?"

" I'm your what?" Cordelia feels revulsion, pure revulsion." Get over it Harris. You think I haven't heard about you screwing Veruca every which way but missionary? Oh, and I saw how you were drooling over Willow and Buffy."

"So the fuck what? What're you gonna do about it?"

" We're over, Harris. We're so over, you're still burning in the oven." Shoving him away, she starts to walk away.

Xander doesn't take that kind of treatment, however. Fast as lighting, he grabs her arm and whirls her around.

" You're not going anywhere, Cordy."

" I told you, Harris. We're over!"

He shoves her up against a tree, the bark poking her in the back.

" Get this straight, you little whore. We're not over til I say we're over. Clear?"

" Let me go, Harris. Let me go or I swear, I'm gonna…"

" What?" Xander glares at her, his eyes mean. She feels queasy, and a shiver goes down her spine. But she doesn't back down.

" This!" Not able to think of anything else, Cordelia kicks him in the shins. When he goes to grab his leg, she makes her escape.

" Come back here, Cordelia!" He yells, starting after her.

But the Cordettes make an appearance, and Cordelia, seeing them, runs towards them.

" Hey, guys! Wait up, " Cordelia calls out, waving at Harmony to stop. " Did you hear about Jennifer O'Shea and Mitch Davis?" She looks back at Xander.

Xander, knowing that if word of his abuse gets out again, he's in for another beating, or worse, backs off. But he mutters under his breath.

" This isn't over bitch. Not by a long shot!"

He turns and stalks off.

-4-

" She called me what?"

" Buffy the wonder dog, " Willow says, quietly. She's still stinging from the insults Cordelia threw at her and her friends.

" God, what kind of nasty pills does that girl take?" Buffy nods back to where they left Cordelia and Xander. " Know what? Those two deserve each other. She deserves whatever she gets!"

" Buffy!"

" Ok, ok… but still , she makes it hard to want to help her. I mean, if she's got all these friends, why is it we're the ones always pulling her wide-load ass out of the fire?"

Buffy, stop it!" Willow chides her.

"What's with you, Will? I swear, she just insults you, you're girlfriend…"

" Not my girlfriend. I mean, Faith's a girl, and a friend, but not like a girlfriend girlfriend…"

" Oh please, Will. You think we don't see you sneaking off to do the smoochies with her? What, are we blind now?"

Willow turns about 16 shades of red. Buffy laughs.

" Anyway, she insults you, you're girlfriend, and your best friend, and still you're sitting here defending her."

" I can't help it, Buffy. She's so pathetic…"

" God, Will. You've got to get over this save the lost puppy syndrome you've got. Cordelia is not a puppy. She's a rotweiller/ pit bull mix. All she's ever gonna do is snarl and snap and bite you, if you give her the chance. Nasty is as nasty does, Will. I say, let her stew!"

Willow notices that Buffy, while talking and walking, is surreptitiously checking herself out. Particularly her legs and arms.

" What?" Willow asks, not getting it.

" Will, do you think maybe I should get a full body wax?" Buffy says, looking at her legs. " I mean, am I looking a little fuzzy to you?"

Willow has a little trouble following Buffy's train of thought until she remembers the remark Cordelia made about Buffy.

" Buffy! Forget it. That was just Cordelia being… well, Cordelia. Ok, I get it. Cordelia bad. I should remember that. After all, I am chapter president of the " We Hate Cordelia" club." Willow catches Buffy slipping a compact out of her purse. " Stop it! You're not fuzzy! You're cute, and you know it!" Willow laughs. Then she sobers up, " I just thought…" remembering the bonding they'd been doing, it was hard for Willow to accept Cordelia being back to full bitch mode.

" That's the problem, Will!" Buffy exclaims, tapping Willow's forehead with a finger. " Too many thoughts. You're poor brain? Way overheated!"

" Ok, geeze! I get it. Cordelia… well, she's on her own. See if I stick my nose in to get it bitten off again!"

" That's my Will. Cute and bright!"

"Awww…." Willow blushes again.

" Oh, c'mon. I know of at least one person who'll remain nameless but has dark hair and dark eyes and goes by a name that rhymes with wraith that finds you pretty darned sexy I'm thinking…"

" Well, you got that one right, B!" A voice from behind startles both of them.

Both girls nearly jump out of their skins, and turn around, surprised to see Faith, accompanied by Oz, standing behind them.

" Babbeeee!" Willow cries, throwing her arms around Faith. " What're you doing here?"

" Aw, how was I gonna get through the day without my daily dose of Willowosity?" Faith grins, giving Willow a warm hug. She starts to break away, but Willow won't let her.

" Mmmm-nnnnn… Not til I get a smoochie …." Willow pulls Faith back, and gives her a rather warm kiss on the lips.

Buffy nudges Oz, giving him a smile about the two lovebirds. Oz chuckles and nods.

Faith, very aware that they aren't alone, gently but firmly pushes Willow away. Willow looks at her, surprised.

" What? Do I have garlic breath?" Willow cups her hand to check her breath.

" No, " Faith stage whispers, " but we're not exactly alone, you know!"

" What? Buffy knows… and Oz knows, doesn't he?" Willow looks puzzled, then it hits her. " You're shy! Oh my god, you're shy!"

" I'm so not shy!" Faith protests, " just not a kissing slut to do it just…anywhere!"

" And I am?" She looks at Faith, wide-eyed. " You think I'm a kissing slut?"

" Noooo… just… well…" She leans over and whispers in Willow's ear. " When you do that, well… things happen…" She glances down. " Obvious things…"

" Huh?" Willow notices where Faith's eyes go. " Oh…OH! " She quickly stands in front of Faith.

" Hey, Oz, am I that silly when I'm around Angel?" Buffy teases Willow, who starts to blush.

" Well, you do get a little goofy…" Oz teases Buffy right back.

" Hey!" Buffy complains, a little pink coming to her cheeks.

" Well, you sorta do."

" Ok, well… you didn't have to like point it out, you know!"

" You brought it up, Buffy."

" That's really no excuse!"

" Hey, do you guys think you could stop talking like we aren't here?" Willow pipes up, " I mean, there's nothing going on between me and Faith… not really…"

Buffy and Oz smile knowingly, not buying that for a minute.

" What? I'm happy to see her, and she's a friend, so I give her a hug and kiss. That doesn't mean like we're sleeping together, you know. I mean, I always hug and kiss my friends." Willow walks over to Oz, hugging him, then giving him a brief kiss on the lips. " Hey, Oz, " then she walks over to Buffy, and before Buffy can react, she hugs her, and kisses her on the lips, too. Buffy's eyes go wide." Heya, Buffy!" she turns back to the group. " See, nothing going on here. Just my way of saying hi, you know?"

Even Faith is looking at Willow as if she's gone around the bend. Willow, seeing the looks, gets defensive.

Oz, realizing this has nowhere to go but down, decides to change the subject before Willow digs herself a bigger hole.

" Hey, actually, I'm glad I caught you two. There's a party at the Alpha Delta Tau house this Friday., and I thought you guys might like to come. I mean, we're gonna be working, " Oz indicates himself and Faith, " The Dingoes are playing, but … thought it might be fun ?"

" College party? Cool, I'm in, " Buffy says, turning to Willow.

" Gee… don't know … "

" C'mon, Will. College party. Sophisticated people, snacks… spiked punch…" She gives Faith a wink, " And I'm sure someone would be really upset if you didn't…"

" Well…." Willow pretends to think about it, when in fact wild horses couldn't keep her away. " Ok, I guess."

" Oh, good, we'll all be there, then, " Another voice drifts into the group. They look around and Veruca has joined them. She walks over to Oz, draping an arm on his shoulder." Hi, sweetie," She says, kissing his cheek.

Oz doesn't react, just stares straight ahead. Veruca looks a little confused.

" You ok, honey?" She asks, softly.

" Yeah, fine," He says, tone neutral.

Faith has been watching this, eyes hard, lips tight.

Willow notices the tension in the group, and is puzzled by it. What's going on with them?

Veruca, trying to ignore the rebuff, turns to Willow and Buffy.

" So, what're you two coming dressed as?"

" Dressed as?"

" It's a costume party. Didn't Oz tell you that?" Veruca turns to Oz. " Didn't you tell them?"

" Didn't have time, yet." His tone is flat.

" AHEM!"

The group, startled, looks up to see Principal Snyder approaching.

" Oh, crap!" Buffy knows this can't be good.

" Well, well. What've we got here? A group of juvenile delinquents … led by Buffy Summers. Why am I not surprised? " Snyder snidely says, stopping in front of them. " Aren't you supposed to be in class right now?"

" We were just going, Principal Snyder!" Buffy says, pulling on Willow, " Thanks for reminding us!"

" Same here, " Oz, gripping Veruca's arm, starts off in another direction

" Wait a minute!" Snyder orders.

They all freeze in place.

Snyder is staring at Faith, who is trying to sneak away quietly.

" Who are you?" He asks, his voice harsh.

Faith halts in her tracks.

" No one you know." Faith replies, and starts to walk away again.

" STOP!"

Faith stops.

" Are you a student here?"

" Uhhh… not really…"

" Not an answer, missy Are you a student, yes or no?"

" No."

" I see, " Snyder gets in her face. " But you thought you'd just wander on the campus, any which way you pleased? Here to sell drugs, I suppose…"

Faith's eyes harden. " Listen you oversized munchkin. Maybe the others are afraid of you, because you're like…what? Assistant Principal here? But I don't care. I don't go here, and there's not jack you can do to me!"

" Oh, really? Well, I wonder what the police would have to say about that?" He pulls a cell phone out of his pocket. " Think I'll just call them now…"

Before Snyder can do anything, Faith grabs the phone out of his hands.

" Nice phone! Thanks. " Faith smiles and pockets the phone.

" Hey, give that back to me!" Snyder barks at her. " Give it back or I'll…"

" You'll what?" Faith gets right in his face. " You impotent little Nazi! Get over yourself. You can't do squat."

" Oh, I can't?" Snyder backs off a little. You can see the sweat gathering on his brow. " I'll have you thrown off campus… and you're friends here will be joining you, after I expel them!"

Faith just shakes her head and smirks. " Don't bother, I'm leaving anyway." She walks over to Buffy. " Hey, wanted to thank you for the patrol last night. It was mega cool. Hope we can do it again sometime." She smiles.

" No problem, " Buffy says, her eyes on Snyder, who looks like he's going to burst. " You were pretty impressive." She glances at Faith. " Maybe you should go now? He can be a bit of a …"

" Yeah, got it." Faith walks over to Snyder. " Here , Baldy. I think this is yours." She hands him the phone. " Later, people"

Not hurrying, or even looking back, she leaves.

" Another criminal. Should've known she was a friend of yours, Summers. " Snyder is recovering his nastiness. " Well, how would you like to keep her company when I expel you?"

" Expel me? For what?" Buffy complains. Oh great, mom will have a cow!

" For bringing a hoodlum onto campus, to start with…"

" Uh, Mr. Snyder?" Oz interrupts. " Faith is my cousin. She gave me and Veruca a ride to school, is all. I invited her to see the campus."

Snyder looks chagrined. " Your cousin? Well, make sure she understands she's never to show her face here again, understood Mr. Osborne?"

" Yes, sir"

Buffy , relieved the heat is off, smiles brightly.

" What are you smiling at, Ms. Summers?" Snyder growls.

Buffy's smile fades like the setting sun.

" Better," He says, trapping the group. " It's getting close to Halloween. Now, I know this is a special time of year for all of you, especially you, Summers. I mean, just think of the trouble you can cause. Keying cars, egging windows, beating up on poor defenseless little children…"

" Hey! I don't do that!" Buffy protests.

" But this year? It's going to be different!" Snyder whips out a clipboard. " This year, you're going to channel all that restless, destructive energy of yours in to something that will actually benefit the community. I know, it's a switch, but I guess desperate times call for desperate measures."

They all look blankly at him.

" The city council has formed a Halloween Safety Program. It's to protect the innocent little children you haven't managed to corrupt from the likes of … well, you. Volunteers take the tykes around trick or treating, ostensibly keeping them safe and from harm. High School volunteers, that is. And despite my best efforts, that includes you, Ms. Summers. And you, Ms. Rosenberg. All of you!" He adds quickly.

" But… but…" Willow stutters. Her plans for the big college party, going with Faith and all the planned fun and smoochies… and maybe more… that go with it seem to be flying out the window.

" Oh, Principal Snyder. We'd love to help, " Buffy puts on a sad face, " but you see… my sick grandmother? She's in town."

" Yes, yes! Her sick grandmother!" Willow goes along.

" And I promised my mom, we'd watch out for her that evening. So tragically, we won't be able to…"

" Cut the crap, Summers!" Snyder barks. " You four are volunteering. Period. Perhaps, just perhaps, that'll make me more kindly disposed when reviewing your record and maybe I'll find it in my heart not to expel you!"

" For what?" Buffy complains." I didn't bring Faith on campus!"

Snyder gets an almost orgasmic look on his face. He actually smiles, almost causing it to crack into two.

" Let me count the ways. Fighting… truancy… vandalism of school property…"

" Ok, ok…" Buffy concedes, knowing she's not going to wiggle out of this… unless… " But I still have to talk to my mom. Make arrangements for my poor sick grandmother…"

" Yes… her grandmother!"

" Can I get back to you on this?" Buffy stalls. " say… at lunch? We really, really have to get to class now!"

" Well…" Snyder, knowing she's trapped, is feeling magnanimous. Not really, but they should be in class, and he wants Buffy in particular to squirm just a little more, " Ok, at lunch. No later… or…." The threat hangs over them like a cloud.

" Great! Bye now!" Buffy, pulling Willow along, heads to class. Likewise, Oz gathers up Veruca, and they get gone, fast.

" I'll see you at lunch!" Snyder calls out after them.

" He's kidding, right?" Buffy mourns. She, like Willow, was looking forward to the party.

" This sucks. This so sucks. It ruins everything!" Willow complains. No party, no Faith, no smoochies. Life as we know it? So over!

" He can't like, make us volunteer, can he?" Veruca asks.

" This is Snyder. He'll find a way." Oz replies.

" Hey, don't worry. I'll figure a way out."

" How, Buffy?" Willow asks.

Buffy just looks at her silently.

Not a clue. Not a clue.

-5-

Close to lunchtime, Buffy slips into the library. Standing at the doors, she keeps watch.

If I can just avoid that troll for the rest of the day, I'll be fine. Damn. No way I'm missing that party to take a bunch of kids around trick or treating. She looks out, hoping to miss Snyder, but see Willow. Where is she? I told her to meet me here at lunch. C'mon Will, we gotta hide out in the stacks until class…

" Buffy?"

Buffy nearly jumps a foot. Turning around, she sees Giles looking at her, with his usual calm, mild expression. His eyebrows are raised, indicating a mild surprise at seeing her.

" Was there something I can do for you?" He asks, " Did you need to see me?"

" Giles! Hi!" Buffy says, then looks out the library door windows. She turns back to him. " No, I'm fine, I'm good, thanks."

" Aren't you supposed to be at lunch right now?"

" Lunch. Right. Be going there soon. But… ummm… I need a book. Yes, that's it. A book … for history class." Buffy smiles brightly, " I'll just go look for that now." She starts up the stairs towards the book stacks.

" Really? Well, what's the title, Buffy?" Giles asks, " Maybe I can help you locate it faster."

While Buffy and Giles are talking, Willow slips in the library doors. Like Buffy, she watches out the portals, for Snyder. She turns, and seeing Buffy and Giles in conversation, quietly slips up into the book stacks.

" Title? Well…er… not really looking for a specific book, Giles. It's for extra credit. You know me, Giles, always looking for the extra credit. Just going to find a book and do a report on it."

" Well, that's very industrious of you, Buffy, " Giles says.

" Yup, that's me. Industrious. So, I'll go looking for that book now…"

" Well, at least, what period of history, Buffy? I can direct you to the correct section."

" Ah, yes. Period. Hmmm. Medieval, Giles. Medieval."

" Really?" Giles queries. " I thought for sure your class was studying 20th Century European history." Giles frowns a little. " Alright, Buffy. Now, would you like to tell me what's really going on?"

" I told you, Giles, I'm looking for a book for history for extra credit and you're not buying a word of this, are you?"

Giles just shakes his head.

" Ok, ok. I'm hiding out from Principal Snyder" Buffy runs down to the door, looking through the portals. " He hasn't been by, has he?"

" No, I rarely have a visit from him here, " Giles admits, " I suspect his theories of education don't actually extend to students reading and learning anything."

" Ok then, " Buffy smiles brightly, again. " I'll just be up there hiding. If you see him, could you say you haven't seen me?"

" I can't do that, you know that Buffy, " Giles replies calmly, " so, why are you hiding from Principal Snyder anyway?"

" Well… uhhh… you see…."

" Volunteers" A voice, a familiar voice floats from the stacks.

Giles turns in the direction of the voice.

" Willow? Is that you?"

" Yes, Giles, " Willow comes out from the stacks, looking sheepish.

" Well, I have to say, I'm somewhat surprised. I mean, with Buffy, I sort of expect this. But … your involvement, well rather surprising."

" What do you mean by that?" Buffy is offended.

" Yeah!" Willow joins in, equally offended. " I mean, is Buffy the only one that gets to be a wild troublemaking rebel around here? I can be wild and crazy too!"

" Willow? Don't help!" Buffy turns back to Giles. " Why do you assume I did something to have Snyder after me?"

" Yes, of course. I'm sorry, you're right. Principal Snyder hardly needs any reason to single you out, I realize that." Giles pauses for a second. " What was that you said about volunteers, Willow?"

" Nothing… nothing!" Willow starts back towards the stacks.

" Willow?" Giles voice gets a shade sterner.

" It's just, well, Snyder is trying to recruit volunteers for the city council's Child Safety Program for Halloween, " Willow starts to babble, " and he caught Buffy, me, Oz and Veruca going to class, and stopped us, and well, he's trying to make us sign up , and he's threatening to expel Buffy if we don't, and there's this killer party we were going to on Halloween, and now we're going to miss it and I really, really want to go to that party and now I can't…" Willow sees Buffy's chagrined expression, " … and will somebody stop me before I say anything more, please?"

" Way to hang in there, Willow, " Buffy chides her.

" Sorry, Buff, I crack under pressure!"

" So, if I understand this properly, you two are hiding out from Snyder because you don't want to volunteer for the Halloween Child Safety program sponsored by the city… and he's implied expulsion if you don't volunteer?"

Buffy and Willow nod.

" I see, " Giles says. He clasps his hand behind his back and paces. " Not really fair of him to threaten you that way because you didn't ' volunteer' for his program."

" Exactly my point, Giles. It's not fair!" Buffy quickly agrees.

" However, Buffy, you've had lots of run in with Principal Snyder, and this might be a way at least to smooth things over. After all, like it or not, the …" Giles refrains from calling him what he thinks of him, " … man holds your academic future in his hands. This could make things easier for you, at least in the short term."

" I guess so…" Buffy doesn't sound too happy.

"And anyway, it's a good thing. It's not his usual onerous task he's wanting you to do. Rather, it's something I think would be good for you to do. Give something back to the community and all."

" Well, gee, if you're going to go all logical on us, Giles," Willow also sounds a bit down in the dumps.

Of course, at that very moment Snyder bursts through the library door, carrying the dreaded clipboard.

"Ahhh… there you are. I should've figured that you'd be here, " He turns to the rather glum duo, " so, I've come for your signatures on the sign-up list." He presents the clipboard to Buffy, " If you please, Ms. Summers."

Buffy, making a face, takes the clipboard and adds her name to the list. She hands it back to Snyder.

" And now you, Ms. Rosenberg, " Snyder gives her the clipboard.

Sighing heavily, Willow signs her life away. Or so she thinks, anyway.

" Well, that's just great." Snyder gloats, " We'll see you both, in costume, Saturday afternoon by four sharp."

The girls nod gloomily. Both are frowning.

" And don't be late… or…" Leaving the threat hanging, he leaves the library.

" That man can make Christmas a torture," Giles shakes his head. He looks at the two glum girls. " Now, it might not be all that bad, after all. It might even be fun."

" Oh sure, fun, " Buffy's voice is heavy with sarcasm.

" Leading a bunch of little kids around trick or treating. I know that's how I want to spend my Friday night," Willow grouses.

" Saturday night, " Giles corrects.

" Huh?"

" Principal Snyder said you were supposed to be here Saturday afternoon to pick up the children. Weren't you listening?"

" Saturday?" Buffy looks at Willow hopefully.

" Saturday?" Willow replies, looking at Buffy and beginning to smile.

" That means…"

" Yeah. Party. Music. Dancing…"

" And other stuff. Mega other stuff!"

" Yeah"

" Yeah!"

" I'm sorry, but I'm not following?" Giles looks at the two girls, clearly puzzled.

" The trick or treating is Saturday, Giles. Our party is Friday! Please, try to keep up!" Buffy says.

The girls give each other the high five.

" So, we gonna go to the Costume Emporium after school to get costumes?" Buffy asks, clearly jazzed.

" You better believe it, mister," Willow rejoins, having regained her humor, " Though I think I know what I want already."

" Really? Me, I don't have a clue." Buffy says, grabbing Willow's arm and leading her out of the library.

" And that's new… how?" Willow teases her.

" HEY!" Buffy pretends to be indignant. " Wonder if I can still get some lunch before class? I'm starving."

" Me too."

Giggling and joking, the girls leave the library.

A very befuddled looking Giles watches them leave.

He wonders if he'll ever understand the twisted labyrinth known as the teenage girl's mind.

Shrugging, turning towards his office, he pretty much doubts it.

-6-

" So, what do you think, Buff?" Willow says, pointing out the costume to Buffy.

" I dunno, Willow, " Buffy sounds very doubtful, " I'm thinking I better find something a little less… well, actually, a little more."

The two girls are looking at a costume on one of the dress dummies. It's an exact replica of the costume worn by Julia Roberts in the movie Pretty Woman. It has the halter top, the skin tight micro-mini skirt and thigh high boots. Buffy starts to turn away, to look for something else. Willow grabs her arm and pulls her back.

The two arrived at the costume shop an hour ago, and had been wandering around, looking at various costumes for Buffy. She wanted something sexy, an attention getter. She really wanted to impress Angel at the party FriDisclaimer: same as the other chapters sex violence and squeamish themes also M/F and F/F male couplings

Feedback: Definately

Spoilers: I guess Halloween comes to mind but nothing else this is a total A/U fantasy of a slightly different sunnydale

A/N Thanks Norwalker for her help and her interest in this story if it wasn't for her this part would probably not be posted

Joss Whedon owns all

-1-

Free!

Cordelia Chase cannot remember ever feeling as free as she does now. Sailing high in the night sky, she looks down on the forest area surrounding Sunnydale. She feels the wind beneath her, lifting her transformed body easily in the air. She can feel her new muscles rippling under the covering of feathers she wears. She knows instinctively how by changing the shape of her wing, or moving her tail will alter the course of her flight. She is confident that she alone rules the sky; it is her domain. She knows no fear her, no questions, no doubts; she is powerful. Nothing can stop her from getting what she wants.

She feels a hunger stir within her. A need, not only physical, but emotional. The need to hunt, to kill and to relish that kill. Her heart pumps faster, her blood feels on fire as the need grows. She uses her enhanced eyesight to search out a likely target. No fish for her tonight; she wants something larger, warmer…

She spots a herd of mule deer grazing on the sweet grasses near Lake Sunnydale. Circling high overhead, she watches , assessing the group, looking for a likely target. Feeling her control, her power, she slowly descends, using the air currents to silently approach. Carefully she chooses a target, looking for a likely victim. Even in the moonlight she spots an older doe, obviously weakened and infirm. It stands off a little from the rest of the group, foraging for tender sweet stalks of grass. Cordelia adjusts her flight, setting herself to attack.

Whether it is instinct, or the shadow of her 15 foot wingspan that crosses over the moonlight, the herd is suddenly alerted to her presence. Sounding the call, the herd begins to stampede, racing to escape her clutches. The old doe, infirm from age and disease, attempts to keep up, but soon falls behind. Cordelia swoops down on the prey, her talons extended. The doe, weakened by age and fear, attempts to escape but Cordelia soon has it in her claws.

Struggling mightily, Cordelia rises, carrying the doe below her. The doe struggles, attempting to escape, but Cordelia sinks her claws deeper. They are like sharpened daggers; soon the struggles lessen , then cease altogether. The weight of her prey is holding her down, she quickly finds an isolated patch to drop the carcass. Circling around the clearing, she finds a jutting rock formation to land on, overlooking her prize. Perching proudly, she shakes out her wings, screeching loudly her triumph in the hunt.

Her animal instincts seem to take over. She hops off the rock perch, approaching the cooling carcass of the slain deer. Her movements are almost ritualistic; her head bobbing and weaving as her legs carry her large form towards the kill. Her beak, curved and sharp , cuts into the hide, opening a wound in the remains. She uses both talons and beak to rend the animal, pulling off chunks of raw flesh to gorge upon. The smell, the warmth of the blood, and the taste all overwhelm her, and soon she is tearing and eating, lost in the bloodlust…

Cordelia's eyes squint against the sun shining through her bedroom window, and she groans. She doesn't want to get up; she feels more exhausted than when she went to bed.

" go 'way" she mutters to the sun, " dammit, not time yet!"

She pulls the cover over her head, attempting to block out the nasty sun, when she smells the odd smell. A coppery smell. She tries to ignore it, but it's very strong. Finally, grimacing, she sits up and stretches.

The first thing she notices is that she's naked.

What the heck? I never sleep naked! I swear I put on a nightgown last night…

The second thing she notices is the blood. All over her and her sheets. Scared, too scared to even scream, a gagging sound emits from her throat as she almost tumbles out of bed in her haste to get away from the blood.

Oh, god! Oh god , oh god, oh god! She quickly checks herself for wounds, but finds none. Her brain, still fuzzy from sleep, takes a few seconds to catch up.

It's then that the memories of last night slam into her. She remembers it all. The drive to the lake, the change, and the freedom she felt soaring through the air. The hunger, the desire to hunt. The kill… and how she tore the deer apart. The blood, the taste still in her mouth…

Feeling dizzy and nauseated , she bends over and hurries to the bathroom. She barely makes the toilet when her stomach revolts, and she regurgitates the kill from last night. Falling to her knees, she leans over the toilet as her stomach empties itself.

Feeling ill, her face covered in a cold sweat, she nevertheless pushes herself away from the toilet, flushing it. She notices her arm is streaked with blood. Checking herself, she sees her entire body has smears of blood. Feeling woozy, she leans over the toilet, the nausea taking over again. But she is empty, her only response is a case of the dry heaves.

Weakened, shaky, she stands up again. Panic hits her as she realizes that the bloody sheets are still out in her bedroom. God, someone could see them! Galvanized, she rushes into the bedroom, fearing the worst. How do I explain the blood?

She sighs in relief when she realizes that no one has come up yet. She rushes to the door, and locks it. Turning back, she inspects the room. Except for the sheets, all seems well. She spots the open French windows, the ones by her bed, and realizes that's how she must have gotten back in her room last night… after…

Going into action mode, she quickly strips the bed, and is relieved to find the blood hasn't penetrated to the mattress. Bundling the sheets together, she carries them into the bathroom. She stuffs them into the hamper. I'll have to find a way to get rid of them later. Burn them or something. God, what am I going to do?

Starting to shake violently, she sits down on the toilet, and begins to cry.

What am I gonna do? God, I'm some kind of freak monster thing! What's wrong with me? What happened to me? I don't WANNA be a freak! I want to be ME again! Rocking back and forth, hugging herself tightly, Cordelia gives into the emotions, crying and repeating over and over to herself What am I going to do? What am I going to do?

Finally getting herself back into some semblance of control, she walks over and turns on the shower. Hopping in, she lets the water spray over her, washing off some of the blood on her body. Grabbing her loofah , she scrubs vigorously at her skin, trying to get every bit of what happened last night off her skin and out of her life.

She feels her panic and fear turning into anger. It's not my fault! I didn't ask for this! Hating what she's become, hating that it makes her feel free and powerful, she places the blame on the ones she knows are responsible for this.

Willow. And Faith… and Buffy…and all those freaks! They did this! They made me this way! They did something to me, made me some kind of freaky deeky monster! They're jealous of me, because I'm rich and powerful and have everything I want and everything they wish they had! They used some magic or something to transform me, I know it! Oh, I'm so gonna get them back! I hate them, I hate them all!

Skin almost raw from rubbing, Cordelia turns off the shower and grabs a towel to dry off. Her movements are swift and jerky, informed by her anger. Grim faced, she steps over to the mirror to comb her hair.

As she grooms, she feels her anger dissipate. She knows deep down that it's not any of the ' freaks' fault. Not really. She knows on some level, that this isn't a spell or a curse… that she was born this way. A freak of nature. Her anger isn't at them, it's at the fates that made her this way. All she wants is to be normal, to be an average( Well, ok, not average. I mean, I'm like way beyond average) girl with no strange things happening to her. She wants things to be the way they were… before all the weirdness started.

Even deeper though is a yearning. A yearning to give in, become again. To feel the power, the freedom she felt when she shed her human body and became the hunter… the avian creature. She loved the feeling of power she had, the feeling she owned the skies, the strength she felt and the hunger, the raw hunger to hunt and kill.

No! No! I'm not a thing… I'm a human… I don't want that. I hate that!

She knows she has to stay away from it, all of it. Especially Buffy's gang of freakazoids. They bring that … thing … out in me. I… I won't do it anymore. I can't. I need to forget it. I need to be normal. I'm going to be normal!

Feeling hot, she splashes cool water on her face. For the longest time she stares at herself in the mirror.

Who are you?

Her lips tighten, and her eyes harden.

" Not a freak, I'm not a freak, " She mutters to herself." I'm a normal girl, and … I'm not one of them. I'm not!"

She leaves the bathroom to dress for school.

-2-

" Concentrate!"

Dr. Walsh, Drusilla and Spike are in her office. The lights have been dimmed; most of the light coming from a desk lamp. On the desk are spread tarot cards. Riley Finn, also present, stands behind Dr. Walsh close to her desk.

" What do you see, Drusilla?" Dr. Walsh asks, watching her closely.

" OOOOhhhhhh, " Drusilla groans, her hands flying to her temples. She starts to weave in her chair.

" Drusilla, pet? Are you ok?" Spike, looking worried, puts a hand on Drusilla's shoulder. He throws a hostile look at Dr. Walsh.

" I see darkness, and confusion. Lots of confusion. Something wicked is happening… a man, a tall man, does something to change everything. Make everyone be what they pretend to be. Ooohhhh… so much fighting and pain… everyone is scared, so scared, I can taste the fear…" She looks up, her eyes bright. She's smiling. " I love it!"

" Who? Who's the man? Can you see who it is?"

" Like water from the sky, he is. Slippery and sneaky."

" Rayne? Is that it? Ethan Rayne?"

" Aye, that's him. Oh, he really loves to make things jumbled!" She starts to weave, her voice almost a chant. " like a storm he is, coming in on dark clouds. Then crash-boom the lightning strikes, and all are not what they are, but what they pretend to be. Oh, it's lovely, so lovely…." Drusilla holds her head between her hands, a small moan escaping her.

" Doc, that's enough. You know how this hurts her. She can barely stand after, " Spike goes over and kneels by Drusilla, " Are you ok, luv? Do you need anything?"

" Ruff, ruff. Good doggie!" Drusilla pats his head. " Mommy needs a bone, she does!"

" Drusilla? When is it going to happen? Can you see that?"

" Doc, I said enough!" Spike stands up, coming over to Dr. Walsh, towering over her , staring down.

Riley, standing behind Dr. Walsh, comes forward. Maggie waves him back.

Maggie Walsh stands up, facing Spike.

" I'm sorry, Spike, but I don't have time to coddle her, or you. Things are happening too quickly. Veruca's out of control, and now I know that Ethan Rayne is working against me, it's pretty sure Anne Price is too. Don't you see that?"

" She can't take much more, Doc. She gets into the funks, where she just lies on her bed, staring at the ceiling, talking to the walls. "

"If I don't stop them, Spike, Drusilla's talking to the walls will be the least of her problems. Unless you both fancy going back into stasis again?"

" Is that a threat, Doc?"

" No…I don't want it, but there are many that are more than willing to scotch the whole project. I've got to know what they're up to, so I can counter them. Or it's goodbye to all we've worked for!"

Spike closes his eyes, his mouth a tight line. He's desperately trying to keep his temper in check.

"Just don't push her so hard, Doc. You don't know how it affects her. You don't live with her, see her … every day."

" I'm sorry, Spike. I have no choice, " Maggie goes to Drusilla. " Can you see when it's going to happen, Dru?"

Maggie doesn't see Spike's hands reach out, as if to choke her. He quickly withdraws them.

" Oh, yes, I see… soon, Doctor, very soon. Before All Hallows, the plan, their plan will come to bear fruit."

" Their plan? Do you see someone else, Drusilla?"

At that moment, the lights in the room snap on. Anne Price is standing in the doorway.

" So, what's going on in here?" She asks, brightly. Her voice has a slight edge to it. " Secret meeting?"

Drusilla, still partly in her vision, sees Anne and starts to whimper.

" Oh, it's her," She points a long finger at Anne, " she always there!"

Anne frowns at Drusilla, not really understanding her meaning.

" So pretty this one, " Drusilla rises from her chair, going over to Anne. She circles around her, making Anne a little nervous. " Like a Venus fly trap. She shows the honey until she has you…," Drusilla snaps her fingers in Anne's face," … like that!" Drusilla smiles her slightly crazy wicked smile.

Anne, somewhat disturbed, leans away from her, then ducks around her, going over to Dr. Walsh.

" Do you think you can keep the freaks away from me?" Anne looks at Drusilla warily, " especially that one?"

" Oh, don't worry, Luv, " Spike comes up to Anne, enjoying her discomfort, " Drusilla won't hurt you. She's …sweet in her way. Now, me…." He morphs and shows his game face.

" Dammit! Get away from me!" Anne says, backing right into Dr. Walsh's desk. Trying to regain control of the situation, she turns to Dr. Walsh. " Can we clear the room? We need to talk!"

Spike laughs.

" That's enough, Spike!" Dr. Walsh barks. She turns to Riley, " could you please escort Spike and Drusilla back to their quarters?"

" Right away, Dr. Walsh." Riley moves to Spike, grabbing his arm. Spike gives him a look, as if he wants to hit him. Then he smiles, and beckons to Drusilla.

" Right you are. Come along, Dru. The good Doctor here needs her alone time with … Ms. Price, " Again, he morphs, smiling with full fangs. Anne Price blanches a little.

" Spike, I said, that's enough. Now, be a good boy and go with Riley." Dr. Walsh walks over to him, saying softly so only he can hear, " We'll talk more later."

" Absolutely, Doc. After all, it's all about saving your arse, isn't it?" Spike grins at Maggie Walsh's angry flush. He turns away, and while being dragged out by Riley, addresses Drusilla. " Come luv, lets have a go at naming the stars again."

" Now, Spike! " Drusilla chides him as they walk out the door, " You shouldn't be so mean to the Doctor. She is after all your grandmamma," She waves at Dr. Walsh, " Bye, mummy"

Spike, Riley and Drusilla leave.

" Why do you keep those freaks around? After all, I understand they're sterile. What's the point?"

" Oh, they can be useful, " Dr. Walsh is still taking some pleasure at Anne's discomfiture. " So, what was so important that you had to barge in here interrupting my experiment?"

" Oh, is that what this was?" Anne looks doubtful, " anyway, I'm here to inform you that the Congressional committee is not happy…"

" That's news!" Dr. Walsh comments sarcastically.

Anne continues as if she didn't hear that remark, " … and they want some answers about the Veruca situation."

" I'm sorry, " Dr. Walsh furrows her brows, " but exactly how did they know about the " Veruca Situation" anyway?"

" Well, as Congressional Liaison, of course I felt my duty to report the situation to the committee."

" I see, " Dr. Walsh returns to her desk, sitting down. Inside she's boiling, but she won't let Anne Price see it. She leans back in her chair, and smiles.

" Anne, I really wish you'd come to me before running off to report to the committee. I know you were doing what you thought was right, but I think if you'd discussed the situation with me before hand you would've seen that it's not as serious as it seems. And we already have plans to take care of it, and to keep from having such an occurrence happen again."

" The committee has to know when disasters happen. After all, they have to be prepared to explain it to the public, especially if this somehow got out in the media…"

" We have that taken care of, Anne. Which you'd know, if you consulted with me. Why do you think we chose Sunnydale to conduct these tests? For the ocean view?" Maggie shakes her head with mock sympathy, " We have the town tightly reigned in, including media outlets. Right now the ' media ' is reporting this as a suspected Satanic cult slaying… and that the perpetrators are close to being caught. No panic, no muss, no fuss… unless someone leaks the truth" She looks pointedly at Anne, " But we don't have to worry about that happening, now do we?"

" No, of course not."

" But now I have a group of nervous Nellie congressmen on my hands. Ah well, don't worry about it, Anne. I'll take care of this, " Dr. Walsh says dismissively, " I really wish I could've waited until I had Veruca in custody, but now I'll just assure them that it's all in control." She smiles sweetly at Anne. " See, if you'd come to me first, none of this mess would've happened. That's the purpose of a liaison, right? Communication?"

" Yes, of course, " Anne realizes that somehow Dr. Walsh has turned this around on her, and she's not happy about it. But she decides rather than confront her directly, she'll find a way to make her life impossible. And that would be sweet.

" Like I said, I'll take care of this. But could you do me a favor, please?"

" What is it, Dr. Walsh?"

" Could you find Riley and ask him to come back in? I need to talk to him."

Anne looks at her. What, am I a messenger girl now?

Dr. Walsh's phone rings. She picks it up.

" I have to take this. Thanks again, Anne." She turns away from her.

Anne, feeling as if she's missed something, leaves.

" Hello?" Dr. Walsh speaks into her phone.

-3-

Maggie Walsh hangs up the phone. Her expression is grim.

" I knew it, " She mutters to herself. " I knew she was a duplicitous little bitch, and now I've got proof!"

Maggie, worried and full of nervous energy, jumps up from behind her desk and begins to pace.

She goes over the conversation she's just had with Giles, and all signs point to a coming disaster.

Giles reported that he saw Anne Price talking with that… that… slime, Ethan Rayne. She knew there was some connection there; Dr. Walsh wasn't a fool. She had Little Ms. lollipop and razorblades checked out. But from Giles' report, and some other rumors she's heard, Dr. Walsh had to conclude there was more to their relationship that just colleagues. More like a Sugar Daddy . Some of the things she's heard they've done together … God, how sick is that? leads her to think that " Daddy" and Anne are … perverts to the nth degree. She shudders at the thought. Grow up, Maggie. No time for moral judgments.

What disturbed her more was the fact that Ethan had approached Giles with a plan to discredit her, and further, had knowledge of the subjects. Intimate knowledge. Knowledge no outsider should have. Meaning little Ms. Price is telling daddy all the scoop. Why? What was Rayne's interest in the Initiative, anyway? Wasn't his kind of action. He was more into making the better, more destructive bomb or weapon or plague. Never mind the rumors of Satanic worship. And all the politicians he's bought or has influence over, one way or another. Or the orgies at his " Ranch" in Canada. Or the other, even more vile stuff.

Focus, Maggie. What does he want with the test subjects? Is he planning to steal my work, sell it to the highest bidder? Or is something else, something more insidious in the works? God, I hate that man… and his whorish little daughter, too!

She knows what she has to do. She has to stop him. Both of them, before they can pervert her work. She can't allow it; she won't allow it! There's no telling what that corrupt madman would do with my research. What evil he'll unleash on the world!

The first thing she had to do was get the Veruca problem taken care of. Damn that bitch. I raised her from a glob of jelly in a petri- dish, and this is how she repays me. What the hell went wrong? Why is she going out killing humans? I should've reprogrammed her sooner. This is too out of control.

Maggie wonders what's keeping Lt. Commander Finn. I wonder if Ms. Slut even asked him to come back?

Dr. Walsh walks over to her desk, and presses the intercom buzzer.

" Yes, Dr. Walsh?"

" Bernadine? Contact Lt. Commander Riley. Tell him I need him in my office, immediately!"

" Right, Dr. Walsh"

Dr. Walsh sits heavily in the chair behind her desk. So tired, sometimes I wish I could just chuck it all.

Now, on top of everything else, she has the congressional committee to worry about. Thanks to Anne… Oh, thank you so much, Anne … the killings a few nights ago have gotten back to them, along with the responsible parties. She has to assure them that she has the situation under control, and there will be no repeat performances.

It was a lie. Veruca was no where near ' in control' . Worse, she's gotten her playmate to start evolving early, going on ' kills' with her. From what she could gather, Oz had no recollections of his killing; the mental blocks were still working on the newest generations. But the violence of the kills, and the attendant chemical and hormonal changes brought on by them, and the early acceleration, might cause the block to fail. Then what? Two powerful potential killing machines out of control. No, she had no choice. She had to bring them both in, devolve them both. Another failure! Damn!

The only bright spot on the horizon, so far, anyway, was the Faith/ Willow and Buffy/ Angel pairings. Both seemed to be progressing along the normal timetables set for their acceleration. The only possible worry was both pairings seemed to be getting emotionally involved sooner than she expected. Hey, it's love, or at least the chemical equivalent. Can't predict these things with any accuracy, you know! She chuckled to herself.

Her thoughts are interrupted by her office buzzer.

" Lt. Commander Riley is here to see you, Dr. Walsh"

" Very good, Bernadine. Send him in."

Lt. Commander Riley enters the office, dressed in civilian clothing. Dr. Walsh looks at him, somewhat surprised.

"What's this about, Riley?" She asks.

" I'm going on shift to do monitor duty in Sunnydale, Dr. Walsh, as you ordered. The electronic monitors have been planted on all the test subjects as you ordered, ma'am!" Riley stands at attention.

" At ease, Riley. Sit down," Dr. Walsh waves at the chair before her desk. Riley sits, ramrod straight. " Relax, Riley. This isn't a troop review. Can I get you something? Coffee, juice? Water?"

" No thank you, Ma'am" Riley replies. He relaxes a little, sitting back in the chair.

Dr. Walsh studies Riley Finn, thinking how fortunate she was getting him assigned to this project.

Riley for his part is silent, thinking of how to frame what he wants to say. Finally, he just decides to say it.

" Dr. Walsh, Spike and Drusilla have a request, " Riley pipes up.

" Oh?" Dr. Walsh frowns. This never bodes well.

" Evidently, Alpha Delta Tau fraternity is having a party Friday night, and they… well, they're a little itchy by being cooped up, and they want to go."

" I see, " Dr. Walsh looks at Riley, " What do you think about it?"

" Well, frankly? They're getting a little cranky, and that's never good. They're harder to handle when they get this way. I think it might be a good idea to let them attend the party. I have some guys planted on campus in the fraternity, and together we'll keep an eye on them. If they start anything, or get weird, my men can pull them out. But … being a Marine, I know that morale is important, and I think they could use the R&R."

Dr. Walsh sighs. " Very well, I'm inclined to grant their request. But I'm making them your responsibility, Riley. Make sure they don't get into trouble. " She sighs again, " damn, they're just like children. They are children, Riley. My children. I had such hopes for them. Spike, Drusilla and Veruca. They were my 'firstborns'. I wanted them to be special. I programmed them with strong personalities. I thought it was important." She shakes her head, " but it all went wrong. The genetics didn't work, and they couldn't breed like they were supposed to. I think that's the trouble, Riley. With Dru and Spike, and especially with Veruca."

" I'm not sure I'm following you, ma'am" Riley replies.

" They're supposed to breed. They're programmed to desire it. But they can't, and I think that's what makes them act crazy. I think if they had bred, and had the responsibilities of raising their young, they would settle down. Be more responsible, and stronger. And not be so… wild."

" I dunno, Dr. Walsh. They're pretty …well, crazy, ma'am. Sorry, but they are. Not sure they would make good parents…"

" Well, we'll never know now, will we?" She looks at Riley, and smiles. " How 'bout you and Sam? How are things progressing on the baby front? I know you've been looking forward to being a father and all. At least, that's what it says in your profile…"

Riley Finn blushes. " We're working on it, Dr. Walsh, honestly!" Finn grins, " but with the job and weird hours and all…"

" I know. I've come to depend on you terribly, Riley, and I know it can't be helping things at home. Maybe when this current crisis is over, we can arrange a leave for you and Sam. Get some quality time in…" She smiles.

" Thank you, ma'am. That would be great, " Riley Finn smiles.

Dr. Walsh gets up, and walking to the coffeemaker in her office, pours herself a cup of coffee. She sips it, looking at Riley over the rim of the cup. Her expression is unreadable.

" Are you ok, Dr. Walsh?" Riley asks, a little nervous at the silence and scrutiny.

Maggie Walsh walks over to her chair, and sits. Putting down the cup, she looks at Riley intently.

" Riley? May I ask you a question? And get an honest answer?"

" Of course, Dr. Walsh."

" Are you happy Riley? I mean, here, being here?"

Riley is quiet for a moment.

" Ma'am? I'm not entirely sure I understand. This is my duty, Dr. Walsh. I go where I've been assigned. That would be here, for now. I don't see what my happiness has to do with anything."

"I know this is a strange assignment for you, Lt. Commander. You've seen some strange things around here. I've watched you careful, Riley. You're very discreet about what you've seen and heard here." Dr. Walsh gets up, and walks over to Riley, standing by his chair. " But a good soldier, an effective soldier, is one that is happy with his assignment. That's what I need to know. Are you happy with your assignment?" She places a hand on his shoulder. " The truth, Riley. I need the truth."

" Permission to speak freely, ma'am?"

" That's what I want, Riley."

" Thank you, Dr. Walsh. I won't lie to you. This was hardly what I expected when I joined the Marines, ma'am. Even when I was tapped for Special Ops, I didn't expect anything like this. I'm a soldier, ma'am. All this science stuff is a little strange to me."

" Go on, Riley. Please."

" However, ma'am, I will say, that since I've been here, you've been more than fair to me and my men. It was very unnerving at first, when I learned what was being done here. But you explained it to me, and didn't treat me like a grunt. I appreciate that, ma'am. You've been tough when necessary, but also have given credit when it's due. Again, I respect you for that. " Riley stops for a moment, as if to consider the next part of his answer." You ask me if I'm happy with my assignment here. I'm not sure I can say yes, Dr. Walsh. I'm not sure I believe in this ' super-soldier' concept. I frankly believe that humans, real humans, are still the best fighters. But that's not my call. I will say, that I'm satisfied with my treatment here, and with your leadership. I trust you, Dr. Walsh."

" Thank you, Riley, that means a lot to me, " Dr. Walsh returns to her desk, sitting down. " Things have not always run smoothly here, and I fear that a situation is developing in Project Sunnydale that may require careful scrutiny, along with corrective action when the time is right. Need I say that whatever we talk about mustn't leave this room?"

" Understood, ma'am."

" Good. First of all, we need to discuss Anne Price."

Riley's expression, usually so neutral, in this case reveals his distaste for the subject.

" Is there something wrong, Riley?"

" Frankly, Dr. Walsh, I don't trust her. She's up to something."

Maggie Walsh nods, feeling a genuine smile tugging at the corners of her mouth.

" That's my assessment exactly, Riley. I truly believe she's not working for the benefit of the project. I need you to put an operative on her, to keep tabs on her movements."

" Already done, Doctor."

" I beg your pardon?" Dr. Walsh looks surprised.

" I didn't trust her from the first. After awhile, she began pumping my men for information about the project. At that point, I figured she was up to no good. So I assigned one of my female operatives to her, to shadow her. All very discreetly, of course."

" Well done, Riley," Dr. Walsh seems genuinely pleased. " I see my confidence in you wasn't misplaced. What have you learned?"

" No much, I fear, Dr. Walsh," Riley replies, " But I do know she's been meeting secretly with one Ethan Rayne, a British Industrialist rumored to be worth billions…and who has some very interesting ties to some very nasty International terrorist networks."

Nothing I didn't already know. But still, very clever of Riley.

" Riley, I need your assessment of the Sunnydale situation. There have been some incidents, and I fear the Powers that Be… at least, that's what they think of themselves, are making some noises. I need an objective opinion."

" Not to put too fine a point on it, Dr. Walsh, I think you have some trouble there. I fear a situation may be in the offing."

" Indeed?"

" Your test subject, Veruca, seems to be out of control, in my opinion, Dr. Walsh. She's been observed creating havoc amongst the other ' subjects', and also, I suspect she's behind the rash of deaths that have occurred recently in Sunnydale. Moreover, I think she's brought her … well, she can't mate, but her cohabitant, Oz, into her little spree. To be frank, ma'am, I think it's time we took some action against her."

" I have to agree, unfortunately, " Dr. Walsh sighs heavily, " I've hesitated because she was in my first generation of test subjects. When the reproductive process wouldn't work with her, I still thought she had potential as a handler. To keep the lid on problems. Instead, she's become a problem herself." Dr. Walsh leans back in her chair." We still don't have solid evidence of her complicity in the crimes… but everything seems to point in her direction. Still, we can't reel her in right now. Not until we have more proof." She leans forward. " Those monitors, she has one?"

" Yes, Dr. Walsh. All the mutants do."

" Riley. I wish you wouldn't use that term."

" Sorry , ma'am."

" These monitors can track movements 24/7?"

Riley nods.

" Good. Keep an operative on her. I've got a forensic team going over the most recent murders. DNA tests have been run. I should have the results in a few days… and that should prove beyond doubt she's involved. Once we have the evidence, you're to bring her and Oz in for … reprogramming."

" Understood."

" Anything else to report?"

" Xander Harris, ma'am. I know he's been disciplined for behavior before, but I feel he's a loose cannon. For now he seems to be ok, but I don't think you can rely on him."

" Harris has been loyal. I realize he seems to have some problems, but overall I believe he's still trustworthy."

Riley remains silent.

" Ok, keep an eye on him. But don't do anything unless he proves to be … a problem."

" Disposition?"

" Capture but no kill."

" Understood ma'am." Riley seems to have more to say.

" Yes?" Dr. Walsh inquires.

" Dr. Giles, ma'am."

" I don't understand?"

" He met with Ethan Rayne, ma'am"

" I'm aware of that. He reported in just before I called you."

" I'm glad to hear that, ma'am… but…"

" Riley?"

" I'm not sure of his loyalties to you or the project, Dr. Walsh. He has a history with Ethan Rayne, going back to when they were both young men in college. Though he reported in, he might not be telling all he knows."

Dr. Walsh's brow furrows. " Explain, Riley."

" I don't think he will hook up with Rayne, ma'am. In my background check on him, I found there is bad blood between the two. But, I've observed him in relation to the subjects. Frankly, I don't think he's entirely objective when it comes to them."

" Your point, Riley?" Dr. Walsh sound irritated." I've known Rupert Giles for a long time. He's a very loyal friend, and a scientist. He's very professional when it comes to his work. I don't think he'd …"

" I'm sorry, ma'am, but I can only report what I've seen. On several occasions, I've seen him act not in the best interest of the project, but of the subject. I do think he's become too close to certain members of the group. Especially Buffy and Willow."

Dr. Walsh says nothing. She sits behind her desk, silently, staring out into space.

Riley finally breaks the silence.

"What do you want me to do about Dr. Giles, ma'am?"

" For now? Nothing. If the time comes, I'll handle Dr. Giles."

" As you wish, Dr. Walsh."

" Ok, Riley. I believe you know what you need to do. Get the necessary team in place to capture Veruca and Oz when the time is right. Also, report to me any changes in the circumstance in Sunnydale. And keep a tight reign on Ms. Price. Things are at a delicate juncture right now. The last thing we need is her causing more problems."

" Understood, Dr. Walsh."

" One more thing, Riley."

" Yes, Dr. Walsh?"

" I need a plan to shut down Project Sunnydale. That means everything. In case the worst happens."

" Shut down? You mean…?"

" Yes. But only in the worst case scenario. Can you do it?"

Riley hesitates a moment, then nods. " Yes, ma'am. It can be done."

Maggie Walsh nods.

" I hope it never comes to that, Dr. Walsh."

" Me either, Riley. Me either."

-3-

Cordelia Chase is strolling across campus to her class . She's still somewhat shaken up by this morning. But she's putting a brave face on it, not letting the world know that she knows she's a freak.

A freak. God, what did I do to deserve this one? I mean, why me? I'm just a normal girl, with normal desires. To marry rich, to have a palatial mansion, and to have a black AMEX card to go shopping with, whenever I want. Oh, and servants, of course. And trips to Europe… well, I mean, what girl doesn't? But no, I gotta be some freakazoid like Buffy and Willow…

That's not fair. After Willow and Faith helped me out. I know… I should be nicer to them. But … I just can't be seen with them. Hang with them. Never mind the social suicide… they make me know I'm a freak. I just can't be that, I won't be that.

Cordelia looks up from her musings, and sees something that makes her smile.

" Xander!" She calls out, waving.

She sees him stop and turn. He comes at her. When she can see his face, her smile begins to fade.

" Xander?" She says in an almost whisper.

Xander, looking angry, grabs her arm and starts to drag her to a secluded place on the campus.

" Xander! You're hurting me!" Cordelia cries out, struggling against him.

" Keep it up, Cordy, and you'll really know the meaning of pain."

" Xander? What's wrong? What did I do?"

" You know what you did, Cordy."

They come to a wall, and Xander reaches around Cordelia, taking and arm and twisting it up. She groans loudly.

" Please, stop it! I swear to God, Xander, I don't know what's wrong!"

" Who've you been talking to, bitch?"

"What?"

" Who've you been talking to? Who've you been telling things? Secret things?"

" No one. I swear, Xander ,I haven't told anyone anything!"

" Don't lie to me, bitch!" Xander increases the pressure on her arm. She lets out a loud yelp. " Shut up! Take it like the mutant you are!"

" Why're you doing this to me?" Cordelia starts to cry, " I told you, I didn't do anything, say anything. I swear, Xander!"

" Liar!" Xander hauls back and slaps her hard across the face, cutting her lip. It starts to bleed.

" Now, tell me the truth. Why were you out at Lake Sunnydale last night?"

" I just… I needed to get away, and think… that's all!"

He slaps her again. She cries out.

" Wrong-O bitch," He growls, pulling her close. His fingers dig into her arms. " I know what you were doing… now fess up!"

" There's nothing to confess, Xander. All I wanted was some alone time…"

" You goddamn whore, I should kill you right…" He cocks back his arm to hit her, but suddenly, his fist won't move. Nor his arm. He tries to hit her, but his arm simply won't move. He looks around.

Into the very stern face of Buffy Summers, who is holding his arm.

" Let me go, freak!" Xander struggles, but can't break her grip.

" Hitting women now, are we Xander?" Buffy says, twisting his arm around. He cries out.

"Stop it you bitch. This isn't your business. This whore…"

" HEY!"

Willow walks up to Xander, and kicks him in the leg.

" Damn you!" Xander cries out

" Leave her alone, jerk face!' Willow says, going to Cordelia.

" Get out of here, Willow, " Xander growls. " Get lost before I…."

" Ummm… jerk face?" Buffy twists his arm tighter. " Back off."

" I'll get you for this, you little…"

Buffy twists his arm even tighter. " What was that?"

Xander shuts up.

" Are you ok?" Willow asks Cordelia. She sees the cut lip. " He cut you?"

Instead of looking happy or grateful to see her, Cordelia seems angry.

Damn, don't they get he's dangerous? Can't they just leave things alone? Shit!

"What do you want, Freako?" She sneers at Willow.

"What?" Willow backs off, a little stunned.

" Are you deaf? What do you want?"

" I… I … thought you w-were in trouble and…"

" And what? Wanted to help? I don't need you're help, loser. Don't you get that yet? God, you're dense. Take your watchdog over there, and leave us alone!"

"What's wrong with you?" Willow protests, finding her voice, " this jerk is hurting you. I just want to help you. We're friends…"

" Me? Friends with you? Are you a total tard? Get this straight, you sears catalogue fashion victim. I'm not a freak, get it? I'm not like you! I'm normal ! I don't need you, or your 'friendship'. I've got friends, real friends that are popular. Why would I want to be friends with an Ellen wanna-be and Buffy the wonder dog? Never mind Faith the bull dyke. Geeze, get lost, all of you. How much clearer do I gotta be?"

Willow feels like she's been stabbed in the heart. Her eyes are stinging, but by god she won't let Cordy see her cry.

" Fine" She whispers.

Turning on her heel , she walks quickly over to where Buffy is standing. They talk for a moment, Buffy looking over and frowning at Cordelia. Then they take off.

Cordelia, for her part feels like shit. She didn't want to do it that way, but if she let Willow help her now, later would only be harder. Better this way. She thinks I'm the royal bitch. Better, yeah… better… maybe Xander won't go after them now…

" Nice one, Cordy. I see why you win the Ms. Personality award every year," Xander, cagily watching the two girls walk away . There's gonna be a reckoning, and then you two bitches are gonna pay for that. Pay and pay. " So tell me, " He turns back to her, " Were you born a bitch, or was it long years of practice? I mean, wondering if it's inbred."

" Shut up"

" What did you say?" Xander raises his hand.

" Nothing, " Cordelia replies meekly.

" Good. So, back to business. What were you doing at Lake Sunnydale last night?"

" I told you… I needed some time to think…" Cordelia lies to him, " I got there, got out of my car, and … I don't really remember anything else…"

" Yeah, right, like I buy that…" Xander starts to raise his hand.

"Don't… I don't … I really don't remember anything!"

He slaps her again.

" Why're you doing this? I thought you loved me. Why are you hurting me like this?"

" Because, I like it, you stupid cow!" Xander sneers at her. " I don't want you to forget whose bitch you are!" He gets right in her face. " You're my bitch, got it?"

" I'm your what?" Cordelia feels revulsion, pure revulsion." Get over it Harris. You think I haven't heard about you screwing Veruca every which way but missionary? Oh, and I saw how you were drooling over Willow and Buffy."

"So the fuck what? What're you gonna do about it?"

" We're over, Harris. We're so over, you're still burning in the oven." Shoving him away, she starts to walk away.

Xander doesn't take that kind of treatment, however. Fast as lighting, he grabs her arm and whirls her around.

" You're not going anywhere, Cordy."

" I told you, Harris. We're over!"

He shoves her up against a tree, the bark poking her in the back.

" Get this straight, you little whore. We're not over til I say we're over. Clear?"

" Let me go, Harris. Let me go or I swear, I'm gonna…"

" What?" Xander glares at her, his eyes mean. She feels queasy, and a shiver goes down her spine. But she doesn't back down.

" This!" Not able to think of anything else, Cordelia kicks him in the shins. When he goes to grab his leg, she makes her escape.

" Come back here, Cordelia!" He yells, starting after her.

But the Cordettes make an appearance, and Cordelia, seeing them, runs towards them.

" Hey, guys! Wait up, " Cordelia calls out, waving at Harmony to stop. " Did you hear about Jennifer O'Shea and Mitch Davis?" She looks back at Xander.

Xander, knowing that if word of his abuse gets out again, he's in for another beating, or worse, backs off. But he mutters under his breath.

" This isn't over bitch. Not by a long shot!"

He turns and stalks off.

-4-

" She called me what?"

" Buffy the wonder dog, " Willow says, quietly. She's still stinging from the insults Cordelia threw at her and her friends.

" God, what kind of nasty pills does that girl take?" Buffy nods back to where they left Cordelia and Xander. " Know what? Those two deserve each other. She deserves whatever she gets!"

" Buffy!"

" Ok, ok… but still , she makes it hard to want to help her. I mean, if she's got all these friends, why is it we're the ones always pulling her wide-load ass out of the fire?"

Buffy, stop it!" Willow chides her.

"What's with you, Will? I swear, she just insults you, you're girlfriend…"

" Not my girlfriend. I mean, Faith's a girl, and a friend, but not like a girlfriend girlfriend…"

" Oh please, Will. You think we don't see you sneaking off to do the smoochies with her? What, are we blind now?"

Willow turns about 16 shades of red. Buffy laughs.

" Anyway, she insults you, you're girlfriend, and your best friend, and still you're sitting here defending her."

" I can't help it, Buffy. She's so pathetic…"

" God, Will. You've got to get over this save the lost puppy syndrome you've got. Cordelia is not a puppy. She's a rotweiller/ pit bull mix. All she's ever gonna do is snarl and snap and bite you, if you give her the chance. Nasty is as nasty does, Will. I say, let her stew!"

Willow notices that Buffy, while talking and walking, is surreptitiously checking herself out. Particularly her legs and arms.

" What?" Willow asks, not getting it.

" Will, do you think maybe I should get a full body wax?" Buffy says, looking at her legs. " I mean, am I looking a little fuzzy to you?"

Willow has a little trouble following Buffy's train of thought until she remembers the remark Cordelia made about Buffy.

" Buffy! Forget it. That was just Cordelia being… well, Cordelia. Ok, I get it. Cordelia bad. I should remember that. After all, I am chapter president of the " We Hate Cordelia" club." Willow catches Buffy slipping a compact out of her purse. " Stop it! You're not fuzzy! You're cute, and you know it!" Willow laughs. Then she sobers up, " I just thought…" remembering the bonding they'd been doing, it was hard for Willow to accept Cordelia being back to full bitch mode.

" That's the problem, Will!" Buffy exclaims, tapping Willow's forehead with a finger. " Too many thoughts. You're poor brain? Way overheated!"

" Ok, geeze! I get it. Cordelia… well, she's on her own. See if I stick my nose in to get it bitten off again!"

" That's my Will. Cute and bright!"

"Awww…." Willow blushes again.

" Oh, c'mon. I know of at least one person who'll remain nameless but has dark hair and dark eyes and goes by a name that rhymes with wraith that finds you pretty darned sexy I'm thinking…"

" Well, you got that one right, B!" A voice from behind startles both of them.

Both girls nearly jump out of their skins, and turn around, surprised to see Faith, accompanied by Oz, standing behind them.

" Babbeeee!" Willow cries, throwing her arms around Faith. " What're you doing here?"

" Aw, how was I gonna get through the day without my daily dose of Willowosity?" Faith grins, giving Willow a warm hug. She starts to break away, but Willow won't let her.

" Mmmm-nnnnn… Not til I get a smoochie …." Willow pulls Faith back, and gives her a rather warm kiss on the lips.

Buffy nudges Oz, giving him a smile about the two lovebirds. Oz chuckles and nods.

Faith, very aware that they aren't alone, gently but firmly pushes Willow away. Willow looks at her, surprised.

" What? Do I have garlic breath?" Willow cups her hand to check her breath.

" No, " Faith stage whispers, " but we're not exactly alone, you know!"

" What? Buffy knows… and Oz knows, doesn't he?" Willow looks puzzled, then it hits her. " You're shy! Oh my god, you're shy!"

" I'm so not shy!" Faith protests, " just not a kissing slut to do it just…anywhere!"

" And I am?" She looks at Faith, wide-eyed. " You think I'm a kissing slut?"

" Noooo… just… well…" She leans over and whispers in Willow's ear. " When you do that, well… things happen…" She glances down. " Obvious things…"

" Huh?" Willow notices where Faith's eyes go. " Oh…OH! " She quickly stands in front of Faith.

" Hey, Oz, am I that silly when I'm around Angel?" Buffy teases Willow, who starts to blush.

" Well, you do get a little goofy…" Oz teases Buffy right back.

" Hey!" Buffy complains, a little pink coming to her cheeks.

" Well, you sorta do."

" Ok, well… you didn't have to like point it out, you know!"

" You brought it up, Buffy."

" That's really no excuse!"

" Hey, do you guys think you could stop talking like we aren't here?" Willow pipes up, " I mean, there's nothing going on between me and Faith… not really…"

Buffy and Oz smile knowingly, not buying that for a minute.

" What? I'm happy to see her, and she's a friend, so I give her a hug and kiss. That doesn't mean like we're sleeping together, you know. I mean, I always hug and kiss my friends." Willow walks over to Oz, hugging him, then giving him a brief kiss on the lips. " Hey, Oz, " then she walks over to Buffy, and before Buffy can react, she hugs her, and kisses her on the lips, too. Buffy's eyes go wide." Heya, Buffy!" she turns back to the group. " See, nothing going on here. Just my way of saying hi, you know?"

Even Faith is looking at Willow as if she's gone around the bend. Willow, seeing the looks, gets defensive.

Oz, realizing this has nowhere to go but down, decides to change the subject before Willow digs herself a bigger hole.

" Hey, actually, I'm glad I caught you two. There's a party at the Alpha Delta Tau house this Friday., and I thought you guys might like to come. I mean, we're gonna be working, " Oz indicates himself and Faith, " The Dingoes are playing, but … thought it might be fun ?"

" College party? Cool, I'm in, " Buffy says, turning to Willow.

" Gee… don't know … "

" C'mon, Will. College party. Sophisticated people, snacks… spiked punch…" She gives Faith a wink, " And I'm sure someone would be really upset if you didn't…"

" Well…." Willow pretends to think about it, when in fact wild horses couldn't keep her away. " Ok, I guess."

" Oh, good, we'll all be there, then, " Another voice drifts into the group. They look around and Veruca has joined them. She walks over to Oz, draping an arm on his shoulder." Hi, sweetie," She says, kissing his cheek.

Oz doesn't react, just stares straight ahead. Veruca looks a little confused.

" You ok, honey?" She asks, softly.

" Yeah, fine," He says, tone neutral.

Faith has been watching this, eyes hard, lips tight.

Willow notices the tension in the group, and is puzzled by it. What's going on with them?

Veruca, trying to ignore the rebuff, turns to Willow and Buffy.

" So, what're you two coming dressed as?"

" Dressed as?"

" It's a costume party. Didn't Oz tell you that?" Veruca turns to Oz. " Didn't you tell them?"

" Didn't have time, yet." His tone is flat.

" AHEM!"

The group, startled, looks up to see Principal Snyder approaching.

" Oh, crap!" Buffy knows this can't be good.

" Well, well. What've we got here? A group of juvenile delinquents … led by Buffy Summers. Why am I not surprised? " Snyder snidely says, stopping in front of them. " Aren't you supposed to be in class right now?"

" We were just going, Principal Snyder!" Buffy says, pulling on Willow, " Thanks for reminding us!"

" Same here, " Oz, gripping Veruca's arm, starts off in another direction

" Wait a minute!" Snyder orders.

They all freeze in place.

Snyder is staring at Faith, who is trying to sneak away quietly.

" Who are you?" He asks, his voice harsh.

Faith halts in her tracks.

" No one you know." Faith replies, and starts to walk away again.

" STOP!"

Faith stops.

" Are you a student here?"

" Uhhh… not really…"

" Not an answer, missy Are you a student, yes or no?"

" No."

" I see, " Snyder gets in her face. " But you thought you'd just wander on the campus, any which way you pleased? Here to sell drugs, I suppose…"

Faith's eyes harden. " Listen you oversized munchkin. Maybe the others are afraid of you, because you're like…what? Assistant Principal here? But I don't care. I don't go here, and there's not jack you can do to me!"

" Oh, really? Well, I wonder what the police would have to say about that?" He pulls a cell phone out of his pocket. " Think I'll just call them now…"

Before Snyder can do anything, Faith grabs the phone out of his hands.

" Nice phone! Thanks. " Faith smiles and pockets the phone.

" Hey, give that back to me!" Snyder barks at her. " Give it back or I'll…"

" You'll what?" Faith gets right in his face. " You impotent little Nazi! Get over yourself. You can't do squat."

" Oh, I can't?" Snyder backs off a little. You can see the sweat gathering on his brow. " I'll have you thrown off campus… and you're friends here will be joining you, after I expel them!"

Faith just shakes her head and smirks. " Don't bother, I'm leaving anyway." She walks over to Buffy. " Hey, wanted to thank you for the patrol last night. It was mega cool. Hope we can do it again sometime." She smiles.

" No problem, " Buffy says, her eyes on Snyder, who looks like he's going to burst. " You were pretty impressive." She glances at Faith. " Maybe you should go now? He can be a bit of a …"

" Yeah, got it." Faith walks over to Snyder. " Here , Baldy. I think this is yours." She hands him the phone. " Later, people"

Not hurrying, or even looking back, she leaves.

" Another criminal. Should've known she was a friend of yours, Summers. " Snyder is recovering his nastiness. " Well, how would you like to keep her company when I expel you?"

" Expel me? For what?" Buffy complains. Oh great, mom will have a cow!

" For bringing a hoodlum onto campus, to start with…"

" Uh, Mr. Snyder?" Oz interrupts. " Faith is my cousin. She gave me and Veruca a ride to school, is all. I invited her to see the campus."

Snyder looks chagrined. " Your cousin? Well, make sure she understands she's never to show her face here again, understood Mr. Osborne?"

" Yes, sir"

Buffy , relieved the heat is off, smiles brightly.

" What are you smiling at, Ms. Summers?" Snyder growls.

Buffy's smile fades like the setting sun.

" Better," He says, trapping the group. " It's getting close to Halloween. Now, I know this is a special time of year for all of you, especially you, Summers. I mean, just think of the trouble you can cause. Keying cars, egging windows, beating up on poor defenseless little children…"

" Hey! I don't do that!" Buffy protests.

" But this year? It's going to be different!" Snyder whips out a clipboard. " This year, you're going to channel all that restless, destructive energy of yours in to something that will actually benefit the community. I know, it's a switch, but I guess desperate times call for desperate measures."

They all look blankly at him.

" The city council has formed a Halloween Safety Program. It's to protect the innocent little children you haven't managed to corrupt from the likes of … well, you. Volunteers take the tykes around trick or treating, ostensibly keeping them safe and from harm. High School volunteers, that is. And despite my best efforts, that includes you, Ms. Summers. And you, Ms. Rosenberg. All of you!" He adds quickly.

" But… but…" Willow stutters. Her plans for the big college party, going with Faith and all the planned fun and smoochies… and maybe more… that go with it seem to be flying out the window.

" Oh, Principal Snyder. We'd love to help, " Buffy puts on a sad face, " but you see… my sick grandmother? She's in town."

" Yes, yes! Her sick grandmother!" Willow goes along.

" And I promised my mom, we'd watch out for her that evening. So tragically, we won't be able to…"

" Cut the crap, Summers!" Snyder barks. " You four are volunteering. Period. Perhaps, just perhaps, that'll make me more kindly disposed when reviewing your record and maybe I'll find it in my heart not to expel you!"

" For what?" Buffy complains." I didn't bring Faith on campus!"

Snyder gets an almost orgasmic look on his face. He actually smiles, almost causing it to crack into two.

" Let me count the ways. Fighting… truancy… vandalism of school property…"

" Ok, ok…" Buffy concedes, knowing she's not going to wiggle out of this… unless… " But I still have to talk to my mom. Make arrangements for my poor sick grandmother…"

" Yes… her grandmother!"

" Can I get back to you on this?" Buffy stalls. " say… at lunch? We really, really have to get to class now!"

" Well…" Snyder, knowing she's trapped, is feeling magnanimous. Not really, but they should be in class, and he wants Buffy in particular to squirm just a little more, " Ok, at lunch. No later… or…." The threat hangs over them like a cloud.

" Great! Bye now!" Buffy, pulling Willow along, heads to class. Likewise, Oz gathers up Veruca, and they get gone, fast.

" I'll see you at lunch!" Snyder calls out after them.

" He's kidding, right?" Buffy mourns. She, like Willow, was looking forward to the party.

" This sucks. This so sucks. It ruins everything!" Willow complains. No party, no Faith, no smoochies. Life as we know it? So over!

" He can't like, make us volunteer, can he?" Veruca asks.

" This is Snyder. He'll find a way." Oz replies.

" Hey, don't worry. I'll figure a way out."

" How, Buffy?" Willow asks.

Buffy just looks at her silently.

Not a clue. Not a clue.

-5-

Close to lunchtime, Buffy slips into the library. Standing at the doors, she keeps watch.

If I can just avoid that troll for the rest of the day, I'll be fine. Damn. No way I'm missing that party to take a bunch of kids around trick or treating. She looks out, hoping to miss Snyder, but see Willow. Where is she? I told her to meet me here at lunch. C'mon Will, we gotta hide out in the stacks until class…

" Buffy?"

Buffy nearly jumps a foot. Turning around, she sees Giles looking at her, with his usual calm, mild expression. His eyebrows are raised, indicating a mild surprise at seeing her.

" Was there something I can do for you?" He asks, " Did you need to see me?"

" Giles! Hi!" Buffy says, then looks out the library door windows. She turns back to him. " No, I'm fine, I'm good, thanks."

" Aren't you supposed to be at lunch right now?"

" Lunch. Right. Be going there soon. But… ummm… I need a book. Yes, that's it. A book … for history class." Buffy smiles brightly, " I'll just go look for that now." She starts up the stairs towards the book stacks.

" Really? Well, what's the title, Buffy?" Giles asks, " Maybe I can help you locate it faster."

While Buffy and Giles are talking, Willow slips in the library doors. Like Buffy, she watches out the portals, for Snyder. She turns, and seeing Buffy and Giles in conversation, quietly slips up into the book stacks.

" Title? Well…er… not really looking for a specific book, Giles. It's for extra credit. You know me, Giles, always looking for the extra credit. Just going to find a book and do a report on it."

" Well, that's very industrious of you, Buffy, " Giles says.

" Yup, that's me. Industrious. So, I'll go looking for that book now…"

" Well, at least, what period of history, Buffy? I can direct you to the correct section."

" Ah, yes. Period. Hmmm. Medieval, Giles. Medieval."

" Really?" Giles queries. " I thought for sure your class was studying 20th Century European history." Giles frowns a little. " Alright, Buffy. Now, would you like to tell me what's really going on?"

" I told you, Giles, I'm looking for a book for history for extra credit and you're not buying a word of this, are you?"

Giles just shakes his head.

" Ok, ok. I'm hiding out from Principal Snyder" Buffy runs down to the door, looking through the portals. " He hasn't been by, has he?"

" No, I rarely have a visit from him here, " Giles admits, " I suspect his theories of education don't actually extend to students reading and learning anything."

" Ok then, " Buffy smiles brightly, again. " I'll just be up there hiding. If you see him, could you say you haven't seen me?"

" I can't do that, you know that Buffy, " Giles replies calmly, " so, why are you hiding from Principal Snyder anyway?"

" Well… uhhh… you see…."

" Volunteers" A voice, a familiar voice floats from the stacks.

Giles turns in the direction of the voice.

" Willow? Is that you?"

" Yes, Giles, " Willow comes out from the stacks, looking sheepish.

" Well, I have to say, I'm somewhat surprised. I mean, with Buffy, I sort of expect this. But … your involvement, well rather surprising."

" What do you mean by that?" Buffy is offended.

" Yeah!" Willow joins in, equally offended. " I mean, is Buffy the only one that gets to be a wild troublemaking rebel around here? I can be wild and crazy too!"

" Willow? Don't help!" Buffy turns back to Giles. " Why do you assume I did something to have Snyder after me?"

" Yes, of course. I'm sorry, you're right. Principal Snyder hardly needs any reason to single you out, I realize that." Giles pauses for a second. " What was that you said about volunteers, Willow?"

" Nothing… nothing!" Willow starts back towards the stacks.

" Willow?" Giles voice gets a shade sterner.

" It's just, well, Snyder is trying to recruit volunteers for the city council's Child Safety Program for Halloween, " Willow starts to babble, " and he caught Buffy, me, Oz and Veruca going to class, and stopped us, and well, he's trying to make us sign up , and he's threatening to expel Buffy if we don't, and there's this killer party we were going to on Halloween, and now we're going to miss it and I really, really want to go to that party and now I can't…" Willow sees Buffy's chagrined expression, " … and will somebody stop me before I say anything more, please?"

" Way to hang in there, Willow, " Buffy chides her.

" Sorry, Buff, I crack under pressure!"

" So, if I understand this properly, you two are hiding out from Snyder because you don't want to volunteer for the Halloween Child Safety program sponsored by the city… and he's implied expulsion if you don't volunteer?"

Buffy and Willow nod.

" I see, " Giles says. He clasps his hand behind his back and paces. " Not really fair of him to threaten you that way because you didn't ' volunteer' for his program."

" Exactly my point, Giles. It's not fair!" Buffy quickly agrees.

" However, Buffy, you've had lots of run in with Principal Snyder, and this might be a way at least to smooth things over. After all, like it or not, the …" Giles refrains from calling him what he thinks of him, " … man holds your academic future in his hands. This could make things easier for you, at least in the short term."

" I guess so…" Buffy doesn't sound too happy.

"And anyway, it's a good thing. It's not his usual onerous task he's wanting you to do. Rather, it's something I think would be good for you to do. Give something back to the community and all."

" Well, gee, if you're going to go all logical on us, Giles," Willow also sounds a bit down in the dumps.

Of course, at that very moment Snyder bursts through the library door, carrying the dreaded clipboard.

"Ahhh… there you are. I should've figured that you'd be here, " He turns to the rather glum duo, " so, I've come for your signatures on the sign-up list." He presents the clipboard to Buffy, " If you please, Ms. Summers."

Buffy, making a face, takes the clipboard and adds her name to the list. She hands it back to Snyder.

" And now you, Ms. Rosenberg, " Snyder gives her the clipboard.

Sighing heavily, Willow signs her life away. Or so she thinks, anyway.

" Well, that's just great." Snyder gloats, " We'll see you both, in costume, Saturday afternoon by four sharp."

The girls nod gloomily. Both are frowning.

" And don't be late… or…" Leaving the threat hanging, he leaves the library.

" That man can make Christmas a torture," Giles shakes his head. He looks at the two glum girls. " Now, it might not be all that bad, after all. It might even be fun."

" Oh sure, fun, " Buffy's voice is heavy with sarcasm.

" Leading a bunch of little kids around trick or treating. I know that's how I want to spend my Friday night," Willow grouses.

" Saturday night, " Giles corrects.

" Huh?"

" Principal Snyder said you were supposed to be here Saturday afternoon to pick up the children. Weren't you listening?"

" Saturday?" Buffy looks at Willow hopefully.

" Saturday?" Willow replies, looking at Buffy and beginning to smile.

" That means…"

" Yeah. Party. Music. Dancing…"

" And other stuff. Mega other stuff!"

" Yeah"

" Yeah!"

" I'm sorry, but I'm not following?" Giles looks at the two girls, clearly puzzled.

" The trick or treating is Saturday, Giles. Our party is Friday! Please, try to keep up!" Buffy says.

The girls give each other the high five.

" So, we gonna go to the Costume Emporium after school to get costumes?" Buffy asks, clearly jazzed.

" You better believe it, mister," Willow rejoins, having regained her humor, " Though I think I know what I want already."

" Really? Me, I don't have a clue." Buffy says, grabbing Willow's arm and leading her out of the library.

" And that's new… how?" Willow teases her.

" HEY!" Buffy pretends to be indignant. " Wonder if I can still get some lunch before class? I'm starving."

" Me too."

Giggling and joking, the girls leave the library.

A very befuddled looking Giles watches them leave.

He wonders if he'll ever understand the twisted labyrinth known as the teenage girl's mind.

Shrugging, turning towards his office, he pretty much doubts it.

-6-

" So, what do you think, Buff?" Willow says, pointing out the costume to Buffy.

" I dunno, Willow, " Buffy sounds very doubtful, " I'm thinking I better find something a little less… well, actually, a little more."

The two girls are looking at a costume on one of the dress dummies. It's an exact replica of the costume worn by Julia Roberts in the movie Pretty Woman. It has the halter top, the skin tight micro-mini skirt and thigh high boots. Buffy starts to turn away, to look for something else. Willow grabs her arm and pulls her back.

The two arrived at the costume shop an hour ago, and had been wandering around, looking at various costumes for Buffy. She wanted something sexy, an attention getter. She really wanted to impress Angel at the party Friday night.

There had been one awkward moment when both girls had run into Cordelia, who evidently was also costume shopping. They stood in the aisle, staring at each other, neither one moving.

" Could you move, please? I'm trying to get through, " Cordelia says, a bit imperiously.

" Why don't you move? Oh, sorry, with those hips, maybe you can't move?" Buffy rejoins.

" Cordelia…." Willow, trying to keep things peaceful, still notes the bruise on Cordelia's mouth. She starts to move towards her, but is stopped by Cordy's withering look. She just looks down.

It was a Mexican stand-off, neither one moving. Finally, realizing this could go on for hours, Buffy backs up, giving Cordelia passage.

" Well, it's about time, losers, " she grumbles in passing.

" You're welcome" Buffy called out cheerily. She turns to Willow. " See? Same old Cordelia. Never changes."

Buffy starts up the aisle

" Yeah, I guess, " Willow says. But she sensed something is wrong. What has the bug up her butt this time? She wondered to herself. Oh well, if she doesn't want to talk or be friendly, her loss. Willow shrugged, and followed Buffy up the aisle.

Now they're standing in front of the Pretty Woman costume, and Buffy is a little hesitant.

" Aw, c'mon Buffy. It's perfect. It's sexy, and you know Angel's going to be gaga over it. It says, ' look at me, I'm sexy and dangerous' "

" It says, ' Look at me, I'm a great big slut', " Buffy replies.

" Pshaw, Buffy. You wanted an attention getter. This is definitely an attention getter."

" Oh yeah… the wrong kind of attention." Buffy shakes her head, " Anyway, mom'll never let me go out in something like that."

" That's just garbage, Buffy. I've seen you wear more revealing stuff to the beach, and you're mom's never made a fuss about it. That won't wash."

"Well, my bikini's never had a " For Sale " sign on their butt, either." But it was pretty clear that Buffy was wavering.

It is really hot, and Angel will have a cow when he sees it. No, but it's just too slutty. Still, slutty COULD be good. I mean, it might get him in the mood to do a repeat of the woods. That was wild…

" Buffy, c'mon. It's Halloween. Weren't you the one telling me that it's the night where you come as you aren't? You can be all sexy and dangerous, and no one can hold it against you?"

" Oh, this is good. Coming from the girl whose perennial costume is a sheet with eyeholes in it."

Willow blushes, realizing that Buffy already knows what her costume is going to be.

" So, what's it gonna be this year, Will? Percale, or linen?" Buffy teases her.

Willow, backed into a corner, lashes out, " Well, for your information, Ms. Smarty Pants, I'm going to wear something else this year!"

" Oh? What? Tie-dyed sheet? Ghost of Hippie past?" Buffy teases her mercilessly.

" No, something completely, totally different!"

" Really?" Buffy gives her a knowing glance, " like, what?"

Willow, realizing she's trapped, starts to stall," Ummm… ummm…" She looks desperately around the shop. For something , anything that isn't a ghost costume.

Buffy, staring at the Pretty Woman costume, gets a wicked smile on her face.

" I know something that would be different."

" What?" Willow is almost relieved. Then she follows Buffy's gaze, and her eyes go wide.

" Oh… no… no… I couldn't wear THAT!"

" Why not? I mean, you were all gung ho about ME wearing THAT just a minute ago…"

" But, that's different." Willow declares.

" How?" Buffy arches a brow.

" Well, for one, you can pull it off. If I wear that, I'm gonna look like a big…"

" Slut?"

" YES!"

" But, it's ok if I look like a big slut?"

" Yes… no… I mean… you wouldn't look like a slut. I mean all blond and…" Willow even realizes this is weak, very weak.

Buffy's not going to let it die. " Seems to me, " She says in a sing song voice, " Someone who will remain nameless, but is named after a small tree, was chiding me just oh, couple of minutes ago about how I told her how Halloween is all about being something that's not you. Getting all the moral superiority thing from it; yet, here she is, going with the same old costume she always wears…hmmmm… can you spell hypocrite?"

" Not a hypocrite!" Willow yelps, " I just think you'd be so much cuter in it…"

" Uh-huh"

" You would. And you know Angel …."

" Has probably had his share of sluts in his life, you know? Don't think me dressing up like one would really be a turn on."

Buffy turns to her, smiling, " Besides, I think someone really … special to you… would be very, very interested in seeing you all decked out sexy and maybe just a little slutty. I mean, it's so not you… and that's the beauty of it, Will. You get to be all hot and sexy, and no consequences!"

" No consequences?" Willow is starting to waver. The thought of Faith getting all hot and bothered over her, is really appealing.

" Unless of course you wanted some…" Buffy winks at her.

" BUFFEEE!" Willow colors," You're bad!"

" Mmmm… and I'm thinking, you're bad too in that outfit!"

" Really? Me?" Willow walks over to the costume, taking it off the rack and modeling it in front of her, " you think?"

" Oh I think!" Buffy nods, appreciatively, " and I'm pretty sure that someone else would ' think ' too."

" I don't know who you mean!" Willow again tries to deny what she and Faith are up to.

" Oh, really?" Buffy's tone is teasing. " this sudden wanting to be a little bad? Wouldn't have to do with a certain dark haired delivery girl, now would it?"

"And if it did?" Willow looks at Buffy out of the corner of her eye.

" You little scamp!' Buffy grabs her, pinching her. Willow squeals. " Fess up! You got the hots for her!"

" Nuh-uh. Not telling you nothing" Willow, holding the outfit, walks over to Buffy, " except that when I walk in wearing this… I'm not gonna be the only one with the hots!"

WILL!" Buffy exclaims, delighted. " You little slut!"

Willow giggles. Then she sobers up. " Oh… no… I can't , I really can't" She sounds mournful now. " There's no way my mom is gonna let me out of the house wearing this!"

" Not a prob, Will. You come over and dress at my house!"

" Oh, and that's not gonna make Sheila Rosenberg suspicious? Please, she is like all the time saying how she doesn't trust you, thinks you're a bad influence on me. And if she catches me wearing this? Grounded until… heck, until I'm ready for the old ladies home."

" She thinks I'm a bad influence on you?" Buffy sounds hurt.

" I don't think that, Buffy. But she's… well, she's just so…so…"

" Yeah, I get it. I'm a troublemaker, a truant, a … "

" Buffy! That's not true. She just doesn't know … about you."

" I guess, " Buffy decides to change the subject, a little." Still doesn't solve the problem though."

Both girls go silent, thinking about it. Then Buffy perks up, getting excited.

" I've got it, I've got it!"

" What?"

" So simple, god, " She grabs Willow's hand. " You put this on, then use the old " Ghost" costume to cover it. You're mom'll never know…and when we get to the party…. Viola! Off comes the sheet, and … well…"

" Brilliant, Buffy!" Willow hugs her. " Simple, but foolproof!"

"I know, I know, " Buffy waves her hand as if saying , " it's nothing."

"WAIT!"

" Huh? Now what?"

" What about you? I mean, we haven't got a costume for you now!"

" Oh… I'm sure we can find something around here…" Buffy starts to wander off, followed by Willow.

They wander around awhile, looking at various costumes. Buffy holds one up, a 20's flapper costume, but Willow nixes it. A little later, Willow pulls out a leather dominatrix costume. Buffy looks pained. They keep going, getting more and more discouraged as time passes.

God I'm never gonna find anything. Buffy mourns, I want something pretty, and says " I'm cute and I'm pretty and I want you." But there's just nothing here…

Buffy rounds a corner, and stops cold.

In front of her, on a dress dummy, is the most beautiful costume. It's red velvet, with lots of ribbons and bows, obviously designed to copy an 18th century noblewoman's costume. It's modest, but it's just what Angel would love. Buffy is sure of it.

She stands staring at it, imagining herself in it. Willow, who's been following her, and been doing a little woolgathering about the party, almost runs into her.

"What? What did you see…?" She stops, seeing what Buffy sees.

" Oh, Buffy! It's perfect! Angel will love it!"

" I know, I mean, it's perfect… but… I couldn't ever afford it…"

" Oh, I don't know. I'm thinking… we've got a match!" A voice comes from behind them.

The proprietor is standing behind them, looking at the dress. And at the two of them. He walks over, and takes the dress off the dummy, and hands it to Buffy.

" Oh, yes, definitely, " He nods sagely, " It's as if it were made for you!"

" It's gorgeous, isn't it?" Buffy gushes, looking at the dress. Seeing a mirror, she goes and stands before it.

" I think we've found the hidden princess, " The shopkeeper smiles.

Buffy blushes, and smiles. Then she frowns.

" But it's too expensive. I could never afford it!"

" Well, I've had it for a few years. Never found the right person for it. It's just been sitting there. I'm really inclined to give you a deal you just can't refuse… I really think it's perfect for you… Ms?"

" Summers. Buffy Summers."

" Well, Buffy, I think we can work something out. I hate to see it just hang there another year…"

" Really?" Buffy is almost exploding with excitement. Clutching the dress to herself, she turns to Willow. " What do you think?"

" Buffy, it's perfect. Angel will love you in it!"

" Yeah, " Buffy suddenly gets shy, " I'll be all pretty for him!"

" Oh yeah!" Willow agrees.

" Well, come along Buffy, " the proprietor beckons. " We'll need to fit you, and then make any alterations necessary." He smiles at her. " But I can guarantee you, you're going to be the belle of the ball!"

The three of them make their way to the front of the store, Buffy almost bouncing in excitement.

This is so gonna be excellent! She muses. Can't wait to see Angel's face when I show up wearing this! This is gonna be my night!

Nothing can spoil it!

To be continued.


	9. Chapter 9

Disclaimer: M/F and F/F coupling violence and squeamish themes

Desription: A totally A/U story of a sligthly different sunnydale

Feedback: please i really want to know what you think

A/N: for those of you who have been waiting on some Faith/Willow action and you know who you are. well it's here. they do get together but you have to remember faith is a very special girl so it might not be what you expect. read at your own risk

Initiative, Part 8

-1-

Friday afternoon, in the Initiative Lab located below the UC Sunnydale Campus.

Dr. Walsh is reading a report at her desk. Her face is unreadable. She finishes the report, closes the folder and looks up at Lt. Commander Finn, who's standing by.

" Well, this is not good news, but it confirms our suspicions. Veruca is definitely involved in the recent murders in Sunnydale. Her DNA has been found in a number of the victims." She stands up, exhibiting a restlessness. " This couldn't come at a worse time. I've also had reports that Ethan Rayne has something brewing… and it'll probably go down tonight. Whatever he's up to, it doesn't bode well for the Project. He has to be stopped."

" I can assign a couple of fire teams to locate him, bring him in. Stop him before he can cause trouble," Riley volunteers.

" Right, and with his resources, he'll create a stink that'll probably put a lid on the project permanently. No, we have to catch him in the act. Which means, whatever he's up to, we have to have a number of troops patrolling Sunnydale to keep things from getting out of hand." She stops and faces Riley. " All leaves have to be cancelled. With the Veruca problem, and Ethan Rayne, we'll need everyone involved." She frowns. " that includes Spike and Drusilla."

Riley's face tightens. " They're not going to be happy."

" That's really too bad," Dr. Walsh is in no mood for arguments. " We have a situation brewing, and they have to fall in line and get on board. There'll be other parties…"

Riley doesn't reply. At least, not out loud. That's not the point. They're already cranky. Now, with their ' fun' cancelled, they're going to be a pain to try to control. Means I have to assign a couple of men to babysit them. God, why does she want them along, anyway?

" I want Spike and Drusilla to be used to locate Ethan Rayne and whoever he's working with. Send a team with them to help subdue him. But make it clear they're not to move until the do some overt act."

Riley nods.

" Use another team to track Veruca and Oz. Make sure they're armed with Trank rifles and stunners. I don't want them dead, unless there is no other way to neutralize them. Remind them this is a bag and tag, not a seek and destroy."

" Yes ma'am"

" The rest of the men I want on patrol Sunnydale. Make sure things remain as calm as possible, and put down any trouble as soon as they can. Fortunately, because it's close to Halloween, they won't be so obvious in uniform. Still, remind them not to mix with civilians unless it's absolutely necessary. Understood?"

" Got it."

" One final thing. Have Dr. Giles accompany the team with Spike and Drusilla. Since he's familiar with Ethan Rayne, he might be useful in locating him."

She turns back to Riley, and notes the strain on his face.

" I'm sorry, Riley, I know this is a lot to put on you on short notice. But … I have no choice. These things have to be contained. I have every confidence you'll keep the situation from getting out of control."

Riley wished he shared her confidence, but he didn't express any reservations. Instead, he saluted.

" Don't worry, Doctor. We'll keep a tight lid on things." Turning on his heel, he left her office.

Maggie Walsh watches him leave, and walks back to her desk, picking up the phone to call Giles to apprise him of the situation. She has her own reservations about tonight.

I just hope your right, Riley. I hope you can keep the everything in control.

Or it's all over here.

-2-

" Oh, hello, Bunny."

Sheila Rosenberg turns back into the house and calls out.

" Willow, honey? Bunny Summers is here to pick you up!"

I wonder if she'll ever get my name right?

" My, now don't you just look a picture?" Sheila says, commenting on Buffy's costume." I don't understand it. Willow is a nice looking girl, wouldn't you say?"

" Oh, I agree , Mrs. R, " Buffy says.

" Yet, year in and year out, she wears that silly ghost costume at Halloween. I just don't get it, " Sheila Rosenberg thinks about it a second. " I suppose she could be using it like a security blanket. Not unusual for adolescents to cling to things of their past. Sort of a safety net. But still…" She shakes her head. " I wish you'd talk to her Bunny. Make her see that she should wear something like you're wearing… show off a little."

Buffy has to bite her lip to keep from giggling. Wonder how she'd react if she saw the costume Willow's wearing under Mr. Ghosty? I bet she wouldn't be so anxious for Willow to ' show off ' a little.

" I'll try, Mrs. Rosenberg, " Buffy says out loud, smiling. " but Willow is pretty much her own girl. Don't know how much influence I'll have on her."

" Now, don't be falsely modest, Bunny. Willow sort of looks up to you. Don't know why, really, " her brow furrows, clearly indicating she's not all that crazy about it, " I'm sure you can persuade her , maybe next year, to try something else…"

Buffy just smiles at the obviously left-handed compliment, and doesn't say a word. At that moment, Willow appears on the porch.

As agreed, she's wearing her Mr. Ghosty outfit, which pretty much covers her from head to toe. Emblazoned across the chest , in bold letters, is " BOO"

Sheila Rosenberg looks at her daughter, and sighs. " Why couldn't you have dressed up nice and pretty like Bunny here?"'

" Awww, Mom. I like this" Willow protests, all the time biting her lip so she won't bust out laughing. If you could only see under the sheet mom, I suspect you'd be more than a little shocked.

" Ok, Ok, I give up. You girls have a great time." She turns to go back in the house. " Oh, and remember, home by 12 Willow."

" Yes, mom," Willow's tone is a little petulant.

" You're still my daughter, honey. And you'll be home by 12."

" Ok. G'night, mom" Willow just wants to be gone already.

" Goodnight, dear," Mrs. Rosenberg closes the door after her.

" Hey, Buffy, ready to go?" Willow walks out on the porch. She sees Buffy in her costume for the first time, and stops dead.

" Buffy, you look.. .amazing!" She cries out.

Buffy really has done credit to the dress. Beyond just wearing it, she's wearing a dark wig styled with ringlets, suggesting the period she's going for. Also, her makeup while not as ostentatious as it would've been if she had been a real ' lady' of the 18th century, is still somewhat more than normal. And she's accessorized the dress with some nice costume jewelry. All in all she suggests the ' very proper' 18th century noblewoman.

They start to walk towards the campus.

" You really think so?" Buffy asks, coyly. She flips out and unfolds a hand fan in one motion, completing the effect. " Why, thank you, Mr. Ghosty!" She giggles as she tries for a heavy southern accent.

" Angel's gonna plotz!"

" Why… ummm…" Buffy's brow furrows. " is that good?"

" Oh yeah. Means he's gonna explode!"

Buffy stops dead in her tracks. " Really not wanting Angel to explode. Ewww."

" No, silly, I mean he's gonna be all… well, excited and attentive, and I suspect having lots and lots of thoughts of smoochies…"

" Hmmm… well, I think I could live with that!" Both of the girls laugh.

" So, I think we're far enough now that you're mom can't see. C'mon, lets get rid of the sheet, and see the real you!"

Willow hesitates.

" C'mon Will, lose the sheet. I want to see how you look in your costume, " Buffy sounds a little annoyed.

" Uhhh… Buffy?" Willow sounds a little nervous.

" What?" Buffy puts her hands on her hips. " What's the hold up, Will? Let's see you all …"

" Well, you see… Buffy…" Willow begins.

" Oh, no!" Buffy finally is beginning to get it. " Don't tell me, don't even tell me..."

" Now, Buffy, don't be upset…"

" Not upset? NOT UPSET? I can't believe you Willow Rosenberg!" Buffy flounces off, obviously upset. She has her back to Willow. " We went all through this at the costume shop, didn't we? Why'd you even buy the costume if you had no intention of wearing it. I can't believe this! "

" Buffy…"

" No, this is the last straw, Willow. What about Faith? I mean, you're all gaga over her, think she's going to be turned on over that costume?" Buffy waves her hand over her shoulder. " A sheet with eyeholes? Oh, that's sexy!"

" Buffy…"

" It's not like I'm asking to change your whole look… all the time, I mean. I'm not asking you to start wearing a bustier and a micro mini leather skirt to school or nothing. Even when you go out, if you like the fuzzy sweaters and sneakers, well, fine by me. But this is Halloween. One night when you can just let it all hang out and be whatever you want. Without anyone thinking you're a slut or anything… and again, you got to chicken out."

" Buffy!"

" WHAT?" Buffy turns around, very irritated.

Willow is standing there, sans sheet, hand on hip. She's wearing the Pretty woman outfit, and smiling at Buffy.

" Psych!"

Buffy goes wide eyed. Her face flushes, and she begins to sputter.

" You… you…" She starts towards Willow. " I'm so gonna get you!"

" So, feeling lonely? Wanna date?" Willow mocks her, then realizes that Buffy is really coming at her. " Oh… OH! Uh… well… gotta catch me first!"

Willow takes off running. Not all that easy when you're in a skirt that was seems to be painted onto your hips. But she manages somehow, occasionally hitching the skirt down as she runs to keep it from riding up over her butt.

Buffy takes off after her, and almost immediately trips over her full hoop skirt. They were designed to stand around looking pretty in… definitely not for running.

" Damn, " Buffy growls, watching Willow get away. " Damn!"

She stands stewing for a minute, frustrated by her costume. Then an idea hits her. Grabbing her skirt, she lifts the hem until it clears the ground. She starts to run. It's awkward, but at least she can get some speed now.

Up ahead she sees Willow has stopped. She's standing there, laughing at Buffy, and sticking her tongue out. Then she realizes Buffy has figured out how to run in the skirt, and goes wide eyed. Aw, shit! She turns around, and takes off.

" You come back here, Willow Rosenberg!" Buffy calls out after her. She almost trips again when she forgets and lets her skirt drop. Pulling it up higher, she gets her legs pumping. " You can't get away from me! I know where you're going!"

Up ahead, Willow has again stopped. She's pointing at Buffy, and wiggles her hips, daring Buffy to catch her. Then she turns and starts running again.

Buffy, frustrated, stops. Reaching around, she unhooks the skirt, which is separate from the bodice. Underneath instead of pantaloons she's wearing a very sheer pair of tights, and heels. Damn! But at least the skirt isn't in the way anymore. Bunching the skirt up, she tucks it under her arm, and looks around for Willow. She sees her turning a corner up ahead.

" I'm so gonna get you Willow! And when I do, you're so gonna pay!"

Buffy takes off in the night, following Willow.

-3-

The party was in full swing when they arrived. After stopping off in the bathroom to repair the damage by the little' jog' they took on the way, the girls entered the main room of the fraternity house.

The place was decorated, with all the usual accoutrements: Spray on webs in the corners( or were they real? The frat brothers weren't know for their cleaning skills), rubber spiders( Willow got the shivers.. she really, really hates spiders), rubber bats suspended from the ceilings, plastic skeletons draped strategically around room, along with stuffed dummies of other ghoulies and fiends. And of course, there were pumpkins everywhere. Along the edges were refreshments, along with the bowl 'o eyes( peeled grapes), the bowl o' guts ( cooked cold spaghetti, with catsup liberally applied), and a bowl o' brains( molded jell-o. ). Some of the brothers had their dates blindfolded, leading from one bowl to the other. Can you say, juvenile? Buffy thought as the girls would scream when their dates explained what it was. God, I could've gone to a high school party for that!

The middle of the room had been cleared for dancing. One wall was cleared, and a temporary stage had been set up for the band. Large speakers flanked the stage, and the microphone was hooked up, but otherwise it was empty.

" Oh! They're not here yet!" Willow said, sounding disappointed. She frowns

" Don't worry, they'll be here soon. I think I saw Oz's van parked along the side. Probably bringing in the instruments and stuff."

" Yeah."

" Oh, don't worry. Once Faith sees you in that outfit, she's not gonna be straying too far. I guarantee you, she's gonna… uhhh… putz?"

Willow laughs. " No, Buffy. Plotz." She continues to giggle.

" What?" Buffy looks at her, " what did I say?"

" Do you know what putz means?"

" Uhhh… no…"

Willow whispers in her ear. Buffy blushes.

" You're supposed to stop me when I do that."

" I think it's kinda cute, actually. Anyway, it also means jerk, so no big."

" Speaking of jerks…" Buffy nods over to a corner in the opposite side of the room.

Willow looks over, and sees Cordelia standing by one of the refreshment tables. She's dressed like Xena, the Warrior princess. Next to her is Xander, dressed up as a pirate. They seem to be arguing.

" God, doesn't that girl ever learn?" Willow says, starting over towards the pair.

She's stopped by Buffy, who grabs her arm.

" Hey, remember? We're staying out of it. After the last time, and the way she treated you?"

" Oh, yeah, " Willow stops, but doesn't sound very happy.

" Xander, I told you, we're over. Get lost!" Cordelia stands facing Xander. " I'm sick of being your punching bag, get it? Go pick on your girlfriend Veruca!"

" Ah, Veruca doesn't mean anything to me, Cordy, " Xander says, smoothly. " It's you I want! C'mon, don't be this way, baby!"

" No, I told you! We're through. I don't want to see you anymore, don't you get that, loser?"

Xander's face tightens. No one calls me loser. Especially some freak mutant bitch!

" C'mon, lets go talk about it, " Xander grabs her hand, starting to lead her out.

" NO!" Cordelia pulls her hand back. " Leave me alone! I'm not going anywhere with you, Xander!"

" I said, come on!" Xander grabs her arm, twisting it behind her. " Don't give me any problems, you little bitch" He hisses into her ear. He starts to shove her out of the room.

" Hey, pal" one of the fraternity brothers, seeing what's going on, comes over to Xander and grabs his shoulder. " Let the girl go!"

" Get lost, bud, " Xander says, letting Cordelia go for the moment, " Or do you want a piece?"

Without warning, Xander swings, catching the Frat brother off guard. His fist lands in the brother's face, knocking him back and down.

" Now, get outta my way before…"

But he never gets to finish. Something in Cordelia snaps, having put up with Xander's abuse all these months. She jumps on him, and starts hitting him.

" Leave him alone, Xander! Get out of here. No one wants you around! Get lost, you loser!"

All the time, she's raining blows down on him. Xander, surprised , retreats, not understanding her fury. She continues to hit him, driving him towards the door.

" Get out, get out, get out!" She yells, hitting him until finally, defeated, Xander exits through the front door. " And don't come back!" She calls out. She turns around to rejoin the party.

But everything has stopped. You could hear a pin drop in the party. Everyone is staring at her.

Cordelia, realizing that everyone just saw that, blushes.

" Sorry, but he was …."

Then someone applauds. It's joined by someone else, then someone else until everyone is applauding and cheering. Cordelia, surprised, blushes again, but this time in pleasure. Clasping her hands over her head, she shakes them in triumph. She walks over to where the Frat brother was hit. He's getting up, rubbing his jaw.

" You ok?" She asks in a concerned voice. " I'm so embarrassed. I told that creep to leave me alone, but…"

" Well, you seemed to take care of him," The Frat brother smiles, a little embarrassed himself for getting knocked down so easily. " he has a pretty good right, " he explains to cover.

" So, you're a college guy, huh?" Cordy hooks onto his arm, and they make their way back to the refreshment table. " I just love a college guy…"

"Well, who woulda thunk it, huh?" Buffy says, watching Cordelia reel in the college guy." Didn't think she had it in her. Must be the costume."

" Yeah, you don't mess with Xena," Willow agrees. Or Cordelia Chase! " That was pretty gutsy, though. I mean, Xander can be pretty mean…"

" Yeah, well. Pretty much figure him to be a coward. Did you see the way he took off after Cordelia started in on him?"

" Yeah, Queen C can be pretty fierce." Willow seems to be looking around.

Buffy notes her attention isn't on Cordelia anymore, and smirks. She pokes Willow in the ribs.

" Huh?"

" Over there… she's helping the drummer bring in his set."

" Oh!" Willow blushes a little, then turns away.

"Well?"

" What?"

" Aren't you going over to say hi?"

" No!"

" Why not?" Buffy looks puzzled.

" I want her to come to me!"

Buffy rolls her eyes, and shakes her head. " You little tease! How's she gonna see you in this crowd?" She gestures around.

" Well, if she wants me… she will!"

" You two," Buffy says, with a slightly dismissive tone." Well good luck with that. Seeya!"

Buffy starts to walk off. Willow catches her sleeve and stops her.

" Where are you going?"

" To find Angel. Buffy don't play that game."

Waving over her shoulder, she walks away.

-4-

Faith sits on the edge of the stage, feeling a little pooped.

She's been working hard for the last hour or so, setting up the stage, helping haul in the speakers, checking sound, hauling in the instruments. All in all, such is the glamorous life of the 'roadie'. They get all the grunt work, the band all the glory.

But she's done now, and she's just gonna hang here, watching for Willow to show. She smiles a secret little self satisfied smile. Faith is feeling pretty jazzed tonight.

First, she gets to be with Willow 'legitimately'. I mean, I'm here, working I guess, but here… and she's gonna be here… and who's gonna give a rat's patootie if we happen to ' bump' into each other… or dance, maybe… or …well… mmmmm… smoochies? That, in her mind, is reason enough to celebrate.

But even better, if that's possible, she's going to be able to show Willow tonight that she isn't just some delivery girl/ roadie/ loser or something. She gets to play tonight. The drums. In the second set.

Faith has been a drummer for a couple of years. The one thing that kept her in school, back home, was that the school had a pretty decent jazz band, and she played drums. She loved playing drums. Faith had a sixth sense when it came to rhythm; even her old music teacher had commented on it. She would've continued, she loved it so much. But things at home started to go to hell, and she had to bail.

When she saw the drums in Oz's living room, she nearly had an orgasm. They were a quality set. She wanted to play them, jonesed to play them, but she was rather … well, shy; at least when it came to music around Oz. He'd always been the ' music' guy in the family, and she didn't want to horn in or anything, or make out like she was some great player. So, she kept away from them. When Oz and Veruca where there, anyway. But when they went out, and she was alone… she'd play the drums. Just keeping it fresh, she told herself. She wasn't even going to tell Oz about her drumming.

One night, when she was alone, she started drumming. She really got into it, doing things she knew, getting into some long improvisations. She got so into it, she didn't hear the van pull up, or the front door open. She just kept playing until, for some reason she looked up and saw Oz standing there, looking at her, a smile on his face. Veruca was with him, and even she was smiling and nodding. She turned like 5 shades of red, dropped the sticks and like started apologizing profusely.

" Hey, wow, Oz, man I'm really sorry. I know, I shouldn't be fooling around with the equipment. Really sorry."

" Faith, no… that was... wow… I mean, that was really wow!" Oz said. High praise, considering how usually laid back he normally is. " When did you get so good on the drums?"

" Yeah, girlfriend. Why didn't you tell us? That was really good, " Veruca praised her, which for some reason gave Faith chills… not the good kind.

" Uhhh… didn't think it was really important, you know? I mean, not like I'm band material or nothing. I just like to fool around on the drums. Used to play in school. Not a big, really … not that good, " Faith shrugged.

" Faith, in a word? That's crap. You're good. You're real good." Oz walked over to her. " Listen, our drummer, Lenny is like leaving the band at the end of the school year. He's going to college out of state. I'm gonna need someone to take his place. Not promising you, but you can try out, and sit in with the band on rehearsals. Maybe play a set or two on some gigs. What do you think?"

" Really?" Faith says, not really believing her ears. She gets suspicious. " You're not shitting me, are you Oz?"

Oz gives her a friendly punch on the arm. " C'mon, cuz, I wouldn't shit you about that. Not after watching you play." He smiles ruefully, " anyway, you've heard us play. We're not exactly all that great, either."

Faith did sit in some rehearsals, and the other members thought she did ok. She was rough, and needed some work, but she was as least as good as Lenny. Even Lenny agreed.

Her getting to play tonight was a reward for getting the ' gig' at Willow's party next month. Oz knew she wanted to play, and felt she was ready. But Faith has been keeping it a secret from Willow. She wants to surprise her.

Faith looks up from her musing, scanning the room. She sighs. Still no Willow.

But she does notice one girl, about halfway across the dance floor, back to her. God, how could you miss her? She was wearing the tightest micro-mini skirt she'd ever seen. Did they like paint that on her butt? And then there was the thigh high boots, and halter top. Must be dressed up like a hooker. Well, baby, it worked. You look like a hooker.

Then the girl turns around, and Faith nearly faints.

Willow? That's Willow? Willow with the " Hello, Kitty" sweaters Willow?

"Wow, " She mutters to herself, more than a little surprised." Wow, wow, wow!"

Willow at the same moment sees Faith sitting on the edge of the stage, and notices her somewhat bowled over reaction. She's pleased beyond pleased, and forgetting her own " make her come to me" dictum, walks over to Faith. Well, sashay would more describe her movement.

Faith, speechless and stunned, just sits there watching this sexy vision approach her, put her arm around her shoulders and plop down on her lap.

" Hey, baby," Willow, really getting into it, uses her best ' come hither' voice, " Feeling lonely? Wanna date?" She traces her finger down the line of Faith's chest.

" Uhhh… uhhh… hey, Red, " Faith, very, very aware of Willow's presence, stammers a little. " I gotta say… very wow!"

" Mmmm… really? You like?" Willow somehow manages to wiggle in Faith's lap. " Oh, I think you do!"

Faith's interest is indeed very piqued. Very piqued. Shit, get much more interested, and we'll be able to hang a flag off it. She finds herself breathing a little heavier. " Uhhh… it's … nice."

" Nice?" Willow lays it on thick, pouting a little. Thank you Buffy for showing me the power of the pout! " Just nice?" She wiggles on Faith's lap a little more. " You don't think I'm sexy?" Her bottom lip comes out in the classic pouty lip.

" Oh yeah, " Faith whispers, throat dry. " Me and every guy in the place. Not sure , but thinking the girls are getting a bit jealous. "

" Really?" Willow looks around, and notices more than one guy has been noticing what she's been doing with Faith. She turns back to Faith, really jazzed. " Well, not caring too much about them. Just caring my guy is all happy and …" she wriggles a little more, " … horny?"

Willow realizes something's wrong when Faith gently pushes her off her lap.

" What?" Willow asks, seeing Faith's expression. It's gone from flustered and happy to a little distant.

"Sorry, Red, gotta work. I mean, I'm not here to party, you know." Faith stands up, and realizing she's still ' stimulated', moves behind one of the speakers to cover her lower half.

"Faith? Are you ok?" Willow asks, concerned at her sudden shift of mood. " What's wrong?"

" Nothing, Red. I just told you, I'm really busy here…"

" It looked like you were just sitting here, " Willow rejoins, getting a little irritated because Faith won't tell her the problem.

" Was taking a break. Now gotta get back to work." Faith turns away. Almost to herself. " Playing in the second set."

" Huh? Playing?"

" The drums. I play the drums. Oz is letting me play in the second set, " Faith says, not turning back to her. Afraid to look at her because she knows she'll melt again.

" REALLY? THAT'S WONDEFUL!" Willow goes to hug her, but Faith shrugs her off. " I didn't know you played." She looks confused.

" Yeah, well, it was gonna be a surprise. So, surprise. " Faith starts to walk away.

" Faith?" Willow calls out. " Are you ok?"

" Yeah, fine Red. Just got stuff to do. Don't have time to party right now." Faith doesn't turn to look at her.

" Oh, ok, " Willow doesn't know what she's done, but she realizes she's done something. " Maybe later?"

" Maybe."

" Ok…" Willow sounds a little down. " I'll be here, when you get a break, ok?"

Shit. It's not her fault I'm some kinda freak!

" Hey, wait!" Faith turns around. But Willow's already faded back into the crowd.

Damn. Smooth moves, Faith.

Real smooth.

- 5-

Willow is standing by the punch bowl, sipping on some punch.

She's still trying to figure out Faith's sudden cooling off.

I don't get it. I mean, she was all hot and heavy when she saw the costume. I know she was… I felt her reaction! But all of a sudden she got … weird. What happened? What did I do? Or say? Geeze… I don't get why she got so upset. I mean, did I say something wrong? And hey, nice if she'd tell me, rather than get all… guy like and withdraw. God, she's so … sensitive sometimes. I mean, all I said was I'm glad my guy liked… oh… OH… it's the penis thing again! She's feeling weirded out by it again. Damn! I'm such a dope, sometimes! Why'd I even say that? I didn't …

" Ladies and Gentlemen. Fresh from their appearance at the Bronze… Alpha Delta Tau brings you … Dingoes Ate My Baby!"

The band starts to play, and Willow looks around for Faith. She doesn't see her. Putting down her punch, she wanders onto the dance floor, hoping to catch a glimpse. Gotta find her. Let her know I didn't mean to upset her. Poor baby, she's so … fragile about that thing. Doesn't she get I really think she's the sexiest thing ever?

" Hey, wanna dance?"

" Sorry, looking for someone…" Willow turns around, and is facing Xander. He looks a little flushed, as if he's been drinking too much. " Hey, Xander. Looking for Faith. Have you seen her?"

" Aw, c'mon, Will. Forget her. Let's dance!" He grabs her, and pulls her close.

" Xander! No. I'm looking for Faith. Let me go!"

" Aw, don't be that way, Will. I'm just wanting to dance. I mean, you're looking so hot in that costume!"

Maybe if I dance one dance with him, he'll bug off. Geeze!

" Ok, one dance, then I gotta find Faith!"

" Sure, sure!" Xander says, his voice a little slurred.

Xander Harris is still pissed off because of Cordelia's rejection of him. He's been hanging at the party, after sneaking back in, watching everything, and when Buffy and Willow made their entrance, his interest was immediately piqued. Gonna get me some of that! He told himself.

However, Buffy had Angel keeping close to her, draped on her like an old sheet. But here was Willow, all by herself. I'll show her what a real man can do. She'll soon forget that dykey girlfriend of hers!

As they dance, Xander, already buzzing off the punch, and getting hornier by the second because of Willow's costume, starts to get bold, then grabby. At first, Willow overlooks it, figuring it's just Xander being his usual creepy self. But then he really grabs her, pulling her close and grabbing her ass.

" Xander Harris, get your slimy paws off me!" Willow says, slapping him.

Xander, stung, and rather drunk, slaps her back. Willow reels back a little, touching her cheek.

" Don't you hit me, you little cock tease! What do you expect to happen if you wear something like that? Stop being such a little bitch and be nice" He grabs her ass again.

" Cut it out, Xander!" Willow cries. " Leave me alone!"

" Leave me alone!" Xander mocks, " Shut up, you little whore. I want you, and you're with me now. Get it? I'm tired of you freaks acting like you're better than me! You're comin' with me, now!' With that, he grabs her arm, and twists it behind her back. "Let's see what a real man can do for ya!"

" OW!" Willow cries, and tears run down her cheek. " You better let me go, Xander…"

" Oh really?" Xander sneers, "What're you gonna do, slut? Cry?"

" Not about what I'm gonna do, Xander…" all of a sudden, Willow doesn't sound scared anymore.

Xander, startled, looks up and sees an enraged Faith heading right towards them.

" Well, well. Super Dyke to the rescue!" Xander pushes Willow out of the way. He reaches into this pocket, pulling out a wicked looking Buck knife. He flips it open. " Wouldn't mind a piece of her, either. After I beat her into the ground, that is!"

" Leave her alone, you creep!" Faith snarls at him.

"Whatcha gonna do about it, bitch?" Xander waves the knife at her.

The band by this time has stopped playing, and the dancers have moved back, forming a ring around the two. Xander and Faith circle each other, checking each other out, looking for an opening.

Xander finally lunges at Faith, nicking her arm with the tip of the blade. Faith ducks out of the way, letting Xander's momentum carry him forward. He manages to stop, and turns on her.

" Been wanting to do this for a looong time, you dyke!"

" What? Look like an asshole? Guess what! You've been managing that forever!"

" Fuck you!"

Xander lunges at her with the knife again, but this time Faith ducks, and he misses. She grabs his arm with both hands, and manages to bring her knee up to the elbow, causing the knife to be dropped. She kicks it into the crowd.

" Guess you'll have to fight without your toy now, huh?"

" Don't need that to take you, bitch!" Xander kicks her, hitting her in the thigh. She falls back, landing on her butt.

Xander, seeing an advantage, rushes at her, intending to pin her. Faith sees him coming, and as he leaps on her, brings up her feet, again using his weight to throw him. Xander goes flying into the crowd.

The crowd, getting into the fight, picks him up and pushes him back into the center.

" Smooth move, dork. Teach you that at Jerk School?"

Xander, enraged, comes at her, grabbing her by the throat. He starts to choke her.

Faith, gasping, brings her hands up and digs her nails into his wrists. He lets go for a second.

That's enough. She grabs his shoulder and head butts him, causing him to stumble back. Doing a combo kick, she hits him first in the stomach, then just a little lower.

Grabbing his crotch, Xander falls on his knees. Faith comes over, and kicks him square in the chin. He flies back, stunned.

Faith, still angry, for good measure goes over and kicks him in the back a couple of times. Then she picks him up by the collar. Her fist smashes into his face, and he's out cold.

Lifting in a fireman's carry, she starts towards the door.

" What're you gonna do?" one of the crowd asks.

" Gotta put the trash out, " Faith replies, heading for the front door.

She opens the door, and tosses Xander Harris bodily onto the lawn. He's started to recover, and sits up groggily.

" If I EVER see you get close to her again, I'll kick your ass from here to San Diego! And if you EVER, EVER touch Willow again, I'll kill your ass ! Get it? Don't you ever touch her again!"

Faith slams the door on him.

Xander Harris puts his head in his hands, still reeling from the fight. But his anger is unabated.

Stupid mutant cow. You got lucky, but this aint over. Not by a mile! I'm gonna cut your tits off, bitch, and then I'm gonna open you're insides up and play with them! You fucking dyke freak, just try to mess with Xander Harris! Just try!

" Hey, you ok?" A soft feminine voice comes out of the shadows by the front porch.

" Huh?" Xander looks around, and sees a woman, older, coming towards him. " Do I look ok, lady? Just leave me alone!"

Anne Price, dressed provocatively in a tight leather outfit, her hair pulled back in a ponytail, walks over to Xander. She kneels by him.

" Looks like she got you pretty good, " She says, in a low throaty voice. She gently touches his face.

" Look I'm ok? So , you wanna play Girl Scout? Go do it somewhere else!"

" Hey, just trying to help you , Xander Harris."

" How do you know my name?"

" I know all about you, Xander, " Anne smiles at him, " How you're ex –CIA, how you're damned good in a fight, and how Dr. Walsh is making a fool out of you!"

" What're you talking about?" Xander growls at her.

" Just, a talented guy like you? With your skills? And she's using you to babysit a bunch of freaks?" Anne shakes her head. " It's such a waste!"

" Yeah, well, " Xander grouses, " It's my job."

" How'd you like a better job?"

" What do you mean?"

" Just that I work for Ethan Rayne. Ever hear of him?"

" Uhhh… no."

Anne smiles." That's ok, he shies away from publicity. Just that he owns an international consortium of businesses. And he's always looking for the right talent. Think that might be you?"

" What's this about?" Xander looks at her suspiciously.

" It's just that…." She puts her hand on his chest, and traces her fingers down … towards his crotch," … a man with your skills and talents…" her hand reaches his groin, " might find a good position…" she leans in, pressing her breasts into his arm, " working … " her hand strokes over his crotch, " … working under me." Her lips are next to his ear. " What do you think?"

" I think…" his hormones start to race, " … there might be a way I could…" he feels his cock begin to swell under her ministrations, " … service your needs."

" Mmmm… you think?" She lightly draws her tongue along the side of her neck.

"Oh, I think" He turns and grabs her, pulling her into a passionate kiss.

She kisses him for awhile, then gently pushes him away.

" Maybe you could, " She smiles at him, seductively, " but I need you to do a little something for me."

" What?" Xander is panting. God, this broad is HOT!

" Ethan and I don't like the way Dr. Walsh is handling things here in Sunnydale. We think it's time for a change. What do you think?" She strokes his crotch.

" No argument here!" Xander remembers bitterly the beating he took, ostensibly on Dr. Walsh's orders.

" Good. We have plans. Plans that'll blow this project wide open, and are sure to oust Dr. Walsh as head of the project. We could really, really…" She teases his groin some more, " … use your expertise to help us."

" W-What's in it for me?"

" Ahhh… good, I'm glad to see you're a man who knows how to take care of his own interests," Anne smile at him, " I'm sure Ethan is looking for a new Head of Security for his businesses."

Xander smiles.

" And of course, " She leans in, taking her tongue and tracing his lips with it, " … there are all sorts of fringe benefits!"

Xander sighs heavily. He's in heaven… and hopes to go there a lot of times tonight!

" I'm in!" He says, reaching around, pulling her in for a kiss. She gently pushes him back.

"What?" He asks.

She stands up, and reaches down for him.

" We're going to my place. To seal the deal"

Xander, looking like a kid that's just won the candy store, is quickly on his feet, following her.

He watches her ass sway in her tight leather skirt, and licks his lips.

He knows things can only go up from here!

-5-

" He hurt you!"

Willow is playing mother hen and nurse, trying to bandage up Faith's wound in the Frat house bathroom.

" Ah, it's nothing, Red. Just a scratch, " Faith protests. But she can't help but love the attention.

" You're bleeding!" Willow mourns, as she applies the antiseptic to the cut. Faith hisses a little. "Ahhh… boo-boo hurts," Willow says in a baby voice, then leans over and kisses Faith's arm above the cut. " Better?"

" Much, " Faith blushes.

" Good!" Willow puts on a bandage, and some tape. " I think you're going to live."

" Coulda told you that one, Red, " Faith teases her.

Willow frowns. She turns and walks to the medicine cabinet, putting the first aid supplies away.

" Are you ok, honey?" Faith is worried about Willow. After the Xander incident, she's been very quiet. Too quiet. Faith gets up and goes to her, encircling her waist with her arms. " Did he hurt you? I'll…"

" No …" Willow's voice catches. " He didn't hurt me."

" What's wrong then, baby?" Faith is puzzled at her reaction.

Willow starts to cry.

" Red, what's wrong? What is it?"

Willow breaks out of her arms, and turns, " H-He could've killed you … really killed you… and it's all my fault!"

Faith looks at Willow as if she just landed in a space ship. " What're you talking about? That creep … it's his fault."

" Y-Yeah.. b-but if I hadn't insulted you, and you got upset, and left me I wouldn't have been alone when he came and he w-wouldn't have bothered me a-and then y-you wouldn't had to come rushing to s-save me and h-he never would've attacked y-you…" Willow starts sobbing.

Faith goes over, and gathers Willow in her arms. " Oh, baby, don't" She hold her. " It's me, not you. I'm just not used to being a freak, and when you get all sexy, it gets me… well… and I can't deal with it. I'm sorry, baby, I didn't mean to upset you."

" Y-You're not a FREAK!" Willow pushes her away. " Why do you say that?"

" C'mon, Red, you know why…" Faith can't help but look down at herself.

" Oh…that… that's just silly! God, you're beautiful. Why do you do this to yourself?"

" Oh yeah, I'm beautiful. Yeah, sure, " Faith turns away, getting angry. " How many OTHER girls you know have a dick, Red? How many?"

" Honey, " Willow comes to her, putting her arms around her, " that doesn't mean you're not beautiful…"

" It's ugly! I'M UGLY!" Faith shouts, breaking away. " I'm a goddamn freak! Don't touch me!"

" Faith…" Willow walks towards her, reaching out.

" NO!" Faith backs away.

Willow stops, looking at her. How beautiful , how sexy, how feminine she is. She can't stand the way Faith's torturing herself. Finally, she resolves to end it… tonight.

"Take me home, Faith." Willow says quietly.

" What? What about the party? Don't you want to…"

" I don't care about the party. I want to go home!"

" Red. Don't be upset. I'm sorry, really. I'll try harder. Honest!"

" No. This is so over. I'm tired of watching you do this to yourself. This is going to end, tonight. I want to go home now, and I want you to take me there. Now!" She stamps her foot impatiently. " Stop arguing with me, and do it!"

"Ok, ok… I've got to borrow the van. No way I wanna walk with that creep out there. Take a few minutes."

" Well? Hurry up! Get the van. I want to go!"

" Ok," Faith says, hurt. She exits the bathroom, and starts walking to the stage.

Well, you're really good Faith. In one night, you insult the best thing ever in your life, you get in a fight, and now you're girlfriend wants to dump you. That's got to be a record!

She's leaving me! Faith feels the tears stinging at her eyes, but grips her fists until her nails are digging in her palms to keep the tears from flowing. Won't cry. It's for the best. Why should she want to be hooked up with me, anyway? Better for her. I'm just a fucking freak.

Just a stupid, ugly freak!

-6-

" Mr. Harris, I'm so glad you could join us."

Ethan Rayne gets up from the altar where he's been kneeling to greet Anne and Xander. They have just entered the small building off Main street that used to house the magic shop.

" Hey, what's going on?" Xander surprised, turns to Anne. " I thought we were going to…"

" Oh, don't worry, lover. It's coming. And you'll be coming soon." She boldly grabs his crotch." But first, I need you to do that little favor you promised."

Xander looks around the shop, and even he's wigged a little. There are black candles burning everywhere. In the center is a large pentagram, and in back of that, the altar where Ethan Rayne was kneeling. On the alter is a statue with two faces. Before it sits a skull, a hole drilled out of the top. There is a candle in it, and it's flanked by a pair of incense burners.

"What're you guys doing here?" Xander asks. " Don't go in for this oogly - boogly stuff myself."

Xander nearly jumps out of his skin when Ethan Rayne suddenly, and silently appears at his side, putting an arm around his shoulders.

" Oh, I assure you, Mr. Harris. This ' oogly – boogly stuff ', as you so colorfully put it, will put Sunnydale in the headlines of every media outlet from here to …well, everywhere. And… it'll put the final coffin nail in the career of one Dr. Walsh".

" Oh really?" Xander sounds doubtful. " What're you going to do? Turn her into a rabbit?"

" Very amusing, Xander. Just trust me, after tonight, all that'll be left of the Initiative, and Dr. Walsh's career , will be the clean up."

" Yeah, well… good luck with that, " Xander says, all of a sudden jonesing to be anywhere but here, " I'll just be going now…"

" No, Mr. Harris. I can't allow that. You're the guest of honor."

Xander is suddenly in the grip of Anne Price. A very strong, very unyielding grip.

" Hey, what're you going to do to me?" He struggles, but can't break the grip.

" Don't bother, Mr. Harris. Anne here, is very strong, aren't you dear?"

Anne smiles. " You should know, Daddy. You made me strong!"

" You guys are a bunch of freaks." He starts to struggle again. " Let me go!"

" Oh, we're not the freaks, Mr. Harris. Anne and I are completely human," Ethan assures him.

" Unlike, say… you" Anne whispers softly in his ear.

" You're lying!" Xander yells. " I'm no fucking freak! I'm CIA, I've been around… I'm no goddamn monster!"

" Sorry, lover, but that's just not true. You were one of Dr. Walsh's very first failures. Even before Drusilla and Spike. She made you, but you turned out to be sterile…unfortunately for her. Even so, being the soft hearted fool she is, she couldn't bear to ' recycle' you. So, she programmed you with all the memories of being a covert op agent. And she's kept you around to watch over the ' freaks'," Anne coos in his ear. " Or you might call them, your brothers and sisters."

" That's a fucking LIE!"

" Oh?" Anne suddenly rips his shirt, revealing his shoulder. " didn't you ever wonder about this?" She points at the tattooed bar code on his shoulder. " That's her way of keeping track of you."

" That's crap!" Xander cries , " I got that… I got that in…"

But he finds he can't remember where he got that. More, the memory blocks, so carefully constructed to keep the knowledge of who and what he is, are starting to leak. He gets flashes of memories. Flashes of being in a lab, on a table… hooked up to machines.

" No… it's not true. I don't believe it. It's a lie! You're lying to me!" But slowly, very slowly, the memories become clearer, more real. " No…no, no, no, no … NOOOOOOOOO!"

" Relax, Mr. Harris. We're not going to harm you, " Ethan Rayne pulls a large, wicked looking knife from under his robes." We just need a little something from you to complete the spell."

" W-What's that for?" Xander's struggles have ceased. He stands unresisting.

Ethan grips Xander's hand.

" We just need a little of your blood, baby. Enough to complete the spell."

Ethan draws the blade across Xander's palm. Strangely, Xander doesn't even react.

"There, see? Didn't even hurt." Anne coos. " Once we cast the spell, I promise. We'll have our fun." Her hand drifts down, gently caressing his crotch. She whispers in his ear. " I understand you hybrids are very well equipped." She nibbles on his ear, gently squeezing his crotch. " I want to find out, up close and personal".

Ethan squeezes Xander's hand, carefully catching the blood in a small dish he's carrying. Anne releases Xander, who seems to be out of it. He wanders over, and sits in a chair by the counter.

Anne and Ethan kneel at the altar, praying to the god represented by the statue. Pouring some of Xander's blood on the skull, and using some to paint their faces, the two begin to chant:

The world that denies thee, you inhabit!

The peace that ignores thee, you corrupt!

Chaos, We remain forever thy faithful, degenerate children!

Faith, having borrowed Oz's van, is driving quietly through the streets of Sunnydale. Willow is sitting beside him, hands in her lap. Both haven't spoken more than a dozen words since leaving the party.

Faith is driving slowly. Not only unsure of her skills, she's in no rush to reach Willow's house. She knows once there, Willow will leave, and she'll never see her again. It's killing her. She wants to stretch this out as long as possible; stall until she can think of the right thing to say to her to make up with her.

Finally, unable to stand the silence anymore, Faith speaks up. Anything, even her yelling and screaming and cursing at me, has got to be better than this.

" Willow?" Faith says quietly.

" Hmmm?" Willow seems to be distracted.

" I'm sorry."

" Me, too, Faith" Willow replies.

They lapse into silence.

Faith pulls up to Willow's house, carefully parking the van in front. They sit for awhile, not saying anything. Again, Faith breaks the silence.

" Well, we're here." Oh, that's so clever Faith.

" Yes, we are, " Willow nods, sounding pensive.

Neither moves. Both seem lost in their own little world, unable to think of the right thing to say.

" Red?"

Willow turns to her. " What, Faith?"

Fuck it. Just go for broke here Faith. Beg. Plead. Do whatever you gotta do!

" Please, I'm so sorry. I don't… I can't lose you. Not you! You're… god I love you, Willow. I know, I'm some kind of freak, but I really love you. What… what do I need to do to make it up? Fix this? Please tell me, and I'll do it!" I don't want to lose you! "

" Lose me?" Willow sounds puzzled. " Lose me? I don't understand?" She looks at Faith, and sees her expression. " Oh god, you think I want to break up with you?"

" Don't you?" Faith's voice is low. But her heart starts to beat faster.

Suddenly, Faith is swarmed by Willow. Willow is in her lap, kissing her all over her face.

" Oh, god, no! Break up with you? I love you Faith! I love you so much!" Willow kisses her again and again. " You're so beautiful, and you care about me, and you love me! Love ME! And … I want you so much. But you keep calling yourself a freak, and keep shying away from me, and I wonder… does she want me? Am I ugly? But I know that's not it… it's all about that… that … penis. I know that. I know it freaks you out. But it doesn't freak me out, don't you see? I want.. I want to make love to you… but I'm… I'm… ok, I'm scared…"

Faith sits stunned by the onslaught. Stunned.. and amazed. Loves me? She loves me? Like this? How…

" Scared?"

" Well…ummm… I've never.. I .. .never done this before.. what if.. I do it.. wrong?"

Faith looks at her, her jaw open. Then she starts to laugh.

" What? What's so funny?" Willow says, pushing back. " It's not funny!" She says indignantly

" Oh, I think it's funny. It's very funny, " Faith says, laughing harder. Finally, she gets herself under control. " I'm not laughing at you, silly. Geeze, never!" She shakes her head. " I'm laughing because…" she leans in closer. " I've never done it, either!"

" WHAT?" Willow's eyes go wide. " I mean… I thought… I thought …"

" I was some great big slut that slept with anyone that came along?"

Willow blushes deeply.

" It's ok, honey. I talk a big game, but frankly…" Faith chuckles. " I'm not saying I haven't come close. But at the last moment, I just… didn't. It wasn't right. Not the right person." Faith pulls Willow closer. " Not like I think…it'd be with you!" She sighs. " But… I can't… .not now…because…" she looks down.

" Oh no…no you don't!" Willow raises her face, looking into her eyes. " You're not getting out of it that easy! No way! NO WAY! Do you love me, Faith?"

Faith stares at her, silently.

" Well? Do you?"

" Yes," Faith answers. " More than anything ever."

Willow hops off her lap. She grabs Faith's hand, and starts pulling on her. " C'mon"

" What?" Faith holds back.

" C'mon! This is over now! No more of this " I'm a freak" business. That's ending tonight!"

" That's what you meant? Back there, at the party?"

" Well… yeah, what… Oh… you thought I meant… we were ended?" Willow looks at her, and laughs. " That's where that came from!"

" Hey, it's not funny! I nearly died thinking I was losing you!"

" You're a moron, you know that?" Willow says.

" Well, that's the kind of love talk I like, " Faith mocks her.

" Well, you are, if you thought you could ever lose me, dope!"

With that, Willow tugs on Faith's coat, pulling her along out of the van.

Ethan chants, " Janus, evoco vestram animam. Exaudi meam causam. Carpe noctem pro consilio vestro. Veni, appare et nobis monstra quod est infinita potestas."

Anne chants, " Janus, I invoke your spirit. Hear my plea. Seize the night for your own reason. Come, appear and show to us that which is infinite power."

At the frat house, Dingoes Ate My Baby is in full jam. The party is rocking and everyone is dancing.

" Having a good time, Buffy?" Angel asks, dancing with her to the beat.

" Yeah, " Buffy says," Though, would it have killed you to have worn a costume?"

" C'mon, Buffy, you know I don't…." knowing he can't win, he switches subject. " You look fantastic."

" Nice save, Mr. stuck in the mud." Buffy grins, pulling him close. " If you weren't so damned cute and hot…"

" You'd what?" Angel asks, arching a brow.

" Oh, I'd only love you lots and lots, instead of lots and lots and lots!" Buffy giggles. She looks around. " Hey, have you seen Will?"

" No, not in awhile, " Angel answers. " Are you worried about her?"

" No, not really. Just wondered, " Buffy gets a sly grin. " I don't see Faith anywhere, either. Whatcha wanna bet they're outside, doing the smoochies?"

" Not taking that bet!" Angel smiles. " Though, I gotta say, it's not a bad idea…"

" Oh really?" Buffy goes into southern belle mode. " Why, suh, are you tryin' to corrupt lil ole me?"

" Ummm… is that possible?"

" Suh! I'm shocked!" Buffy says coquettishly.

" So, then, you don't want to go outside and smooch?"

"Ah you nuts, suh? Take me outside and corrupt me! Right now, suh!" Buffy giggles.

The two of them work their way out of the crowd.

"Persona se corpum et sanguium commutandum est. Vestra sancta praesentia concrescet viscera. Janus! Sume noctem!"

Ethan sprinkles the last of the blood onto the altar.

" The mask transforms itself into flesh and blood. Your holy presence curdles the heart. Janus! Take the night! "

Anne throws off her robe, revealing she is naked beneath it. She grabs Ethan, and pulls him to her. " Take me, now!"

" She what?" Veruca stares at Oz.

The band is taking a short break.

" She took the van. Said she needed to get Willow home. After what happened, I thought it was a good idea."

" Oh great, and if she doesn't come back with it?" She gestures around the stage. "What do we do about getting this stuff home?"

" She'll come back, don't worry!" Oz says. Not like you, bitch. I can trust Faith!

" And if she doesn't?" Veruca insists, not letting it go.

" Then I'll go get the damned van!" Oz shouts, angrily. " What's wrong, Veruca? Afraid you won't have some place to fuck Xander Harris this evening?"

" WHAT?" Veruca acts innocent. " What the hell are you talking about, Oz?"

" Don't play coy, Veruca. I saw you outside the bronze, fucking Xander against a wall. Faith was with me, she saw it too!"

" You're wrong. I was talking to him, sure, but I wasn't…" Veruca's face goes hard. " That bitch. She's lying to you. I never screwed Harris."

" No, only me, " Oz says quietly. " Are you deaf, or stupid, Veruca. I said, I saw you! I can tell the difference between a conversation and a fuck!"

" Oz.. .baby…" Veruca starts, but Oz cuts her off.

" Stop it, just stop it. I don't even want to look at you." He turns and storms off.

Veruca watches him, her anger growing.

Ok, you little bitch. I'm so gonna take you out tonight. When the shit comes down, Faith, you're history. Even if you're not here like you're supposed to be, I'm gonna hunt you down and tear you to pieces!

Veruca walks off in a different direction, waiting for the fun to begin.

Ethan pushes Anne off himself.

Showtime!

" Are you sure all the mutants except him, " Ethan points at Xander, who's still in a daze, " are at the Frat party?"

" Yeah, I made sure of it. I got Veruca to get Oz to invite them all."

" Good. Once the shit hits the fan, and my media people descend on Sunnydale, there's no way that Maggie Walsh will be able to cover this up. After tonight, she'll be finished. And all her research and ' test subjects' will be ours . I have great plans for her work. Great plans… which will make us very, very rich!"

" I did good?" Anne looks for his approval.

" Oh, you did very good, Anne. I think you deserve a reward. " He gets up, and reaches down to her. " Let's see if we can wake your new toy up. I'm sure you're anxious to try him out!"

They both approach Xander, with an evil look in their eyes.

-7-

" Aw crap!"

" What?" Faith looks at Willow.

" I can't go in like this! My mom'll have a cow if she sees me in this!"

Faith looks at her questioningly.

Willow briefly explains how she and Buffy managed to get her out of her house in the costume.

" Ah, sexy and wily, too." Faith smirks. She shrugs off her coat, putting it over Willow. " Here, wear this. This should do it."

Willow looks at Faith, a small smile breaking on her face. That's so sweet, she wants to protect me.

" What?" Faith looks at her.

Willow touches her face. " And you wonder why I love you so much!" She leans in and kisses her.

" C'mon, we better get inside."

Faith senses that something is off.

Back at the party, Veruca is onstage, watching the action.

The party is wild, but in a whole, new way.

Everyone has become their costume. The demons are real demons, the vampires … start attacking the humans. The pirates, criminals, and other strange beings all morph into their 'real' counterparts.

And Veruca couldn't be happier, knowing she had a part in it.

So, that bitch Walsh wanted to take me back to the lab, huh? Maybe kill me? What? She doesn't think I heard about it? The moron! Well, let's see who comes out on top now, huh? She'll be lucky if she isn't in prison for the rest of her ugly life… or worse, after tonight's over.

Veruca feels the change coming over her, and relishes it. As her bones begin to pop, she drools, thinking about what she's going to do to Faith later.

That little bitch has interfered in my life for the last time. There won't be enough of her left to fill a coke can when I'm done with her.

Veruca, feeling the power, knowing the change is complete, looks around for her fist victim.

Ah, well. Work before pleasure!

She leaps into the crowd.

Outside, Angel and Buffy are making with the macking. They are standing under a large tree, the moonlight shining down on them.

"Mmmm… that was nice. I declah, suh, you certainly know how to corrupt a lass!" Buffy looks up dreamily into Angel's eyes.

" Uhhh… could you stop doing that?" Angel asks, smiling. " I want to kiss you, Buffy. Not Miss Southern Belle, 1793."

" Well, that could be nice, too! " Buffy smiles. Then she frowns. Leaning against Angel.

" Buffy? Are you ok?" Angel asks.

" Yeah… no…" Buffy pulls away from him, and slaps him. " How dahre you assault me, you … cad!"

" Buffy, cut it out . Quit joking."

" Buffy? Who's this Buffy person. I don't know any Buffy. Ah'm… Ah'm…" Buffy looks scared. " Ah don't remembuh who I am… but Ah know I'm not a Buffy!"

" Ok, Buffy. Jokes over…" then Angel stumbles. He feels funny… and then extreme pain hits him. He watches as his fingers begin to lengthen. What's happening to me? " Buffy… run…."

" What? I certainly will not run! A lady doesn't run! It's undigni…"

Angel stands up, having changed. His hands have changed into long claws, and his face has elongated. His ears have moved to the top of his head, and are long and pointed. His arms have morphed into wings. His teeth are all sharp and pointed. Even so, there is a smidgen of Angel left.

" I … said… RUN!" he roars, as the transformation completes itself.

Buffy's eyes go wide, then close. She faints where she stands.

" Shhh… be quiet!' Willow whispers. " We don't want to waken the parentals!"

" Sorry… didn't see that table." Faith stops to straighten it out. " not sure this is such a good idea, Red."

Willow stops suddenly. So suddenly Faith almost runs into her. She stands up straight, and shucks off the coat.

" Red, what're you doing? We'll get caught in here."

" Red? Who's Red?" Willow turns, and there's a new, harder look on her face. She gives Faith the once over. " Hmmm…this is new. Never done a girl before. But hey, if you're payin', I'm playin' !"

" Paying? What the heck…?" Faith looks at her, really looks at her. What's wrong with her?

" Hmmm… nice house you've got here. Must be rich."

" This isn't my house, this is your house!"

" My house? Are you crazy? I can't afford a place like this, " Willow stops, sounding suspicious. " Hey, what kind of game are you playing here? Are you trying to cheat me out of my 'fee'?"

" Huh?" Faith is getting more confused by the second.

" What? You think it's free? No way, god. I swear, you johns…well, in your case, janes…are all alike. Cheat the working girl out of her money. Get lost, creep." Willow looks around for a way out. " How do I get out of here?"

" Willow, what're you talking about?" Faith is beginning to get a little glimmer.

" Willow? Who's Willow? Ahhh… it's a game. Ok sugar, I like games. No problem. But I want my money upfront!"

Oh my god. Willow thinks she's a hooker. She's become her costume. What is going on here? Play along, Faith, or it's gonna get worse!

" Yeah, sure, a game. You got it babe. You're Willow, my dream lover. Got it?"

" Uh-huh, whatever, " Willow sounds bored." So, where's my money?"

" In my room. Follow me!"

" Ok, but you better not try to cheat me."

They quietly go upstairs, and go along the hall to Willow's room. Checking, Faith looks in, then pulls Willow after her.'

" Oh, getting all anxious now, are we?" Willow says, leaning against Faith. " Hmmm… well, don't worry honey, I'll make it worth your while…and your money." Willow reaches down, and puts her hand between Faith's legs. Her eyes open in surprise. " Well, I didn't expect that!" She grins, squeezing Faith's crotch. " This could be kinda fun, after all. So, baby, where's my money?"

" Right here, " Faith grabs Willow around the waist, holding her fast. " Sorry, Red."

" What the fuck?" Willow struggles against Faith." I'm so gonna cut you, you butch bitch!"

" Sorry, baby, " Faith puts her hand over her mouth, and with the other, punches her on the jaw. Willow goes limp in her arms.

Faith carries her over to her bed, undressing her. She feels herself getting excited, looking at Willow's naked body. Steady, Faith. Don't lose it now! Controlling herself, she pulls the sheets over her. Sleep well, honey.

Something weird is going down here. Gotta check it out. If she's like her costume… oh, crap, the party! They could all be like that!

Faith takes a few steps towards the door, then a bolt of pain hits her.

No… not now…whatever's happening to me… not now…can't… Oz, Buffy… Angel…they need me… can't…gotta stop it…

Faith uses all her will, falling on the floor in pain. She groans, but she holds on. Her body starts to change, lengthen into her cat form, but she resists it. Slowly, the transformation reverses itself, and she weakly stands up.

God, what the hell is happening around here? Gotta find the others, fast.

Staggering a little, because she's still weak, she exits Willow's bedroom.

Rupert Giles looks unhappy. He's driving down the Main street in Sunnydale, looking for the place Drusilla described in her vision. Beside him is Riley, in full combat gear. In the back seat, Spike and Drusilla are making trouble, as usual. Following a couple of car lengths behind is a Humvee with the rest of Riley's fire team.

" Are you sure this is the right place?" Giles asks Drusilla over his shoulder, as he pulls up to the curb in front of the magic shop. " It doesn't look like anyone's here!"

" They're probably in the back, Rupert. After all, if I were doing the magic mojo, I'd probably not want to advertise it" Spike says from the back seat. He pulls out his flask, and takes a pull. A disgusted look comes over his face. " bloody hell, it's empty!"

" You've had enough to drink, Spike," Riley comments, " We've got a job to do."

" You mean, you've got a job to do, soldier boy. I'm only along for the fun of it!" Spike looks at his flask. " Not much fun, now. Oh well, maybe a spot of violence will help." He starts to get out of the car.

" Be careful, Spike," Giles warns. " We don't know what we'll be facing."

" Oh right, I'm going to be afraid of some nancy boy wizard and his blond bimbo. Got it" Spike begins to laugh, and Drusilla joins in, cackling.

" Shut up, we don't want them to know we're here." Riley orders. But the pair keeps laughing.

The tone and quality of the laughter changes, becoming higher pitched and louder.

" I said shut…" Riley turns, and then starts to scramble out of the car. " Get out! " he yells to Giles.

Giles looks in the back seat, and almost breaks the door off his side getting out of the car. He runs a few yards back.

The back doors seem to explode off the car. Out the right side, where Spike was sitting, a hyena like creature emerges. But it's a lot larger than a hyena, and a lot fiercer looking. It has long, razor sharp claws.

Out of the left side, a vulture like creature flies. At least, at first glance it looks like a vulture. But instead of feathers, it has scales covering its body, and its tail is long and snake like. Like the hyena thing, it has sharp, deadly looking claws.

Riley, not believing his eyes, stands stunned.

" Shoot it, man!" Giles yells at him. " Shoot it now!"

Riley snaps out of his trance, and raises his pistol. But it's too late. The vulture thing is on him, starting to claw at him

From behind, the sound of an air gun goes off. Multiple times. One, then many darts appear in the sides of both creatures. Like flies, they try to shake off the darts, but they are in their hide. The vulture like creature attempts to fly up, but plummets back to earth. The Hyena creature takes a few steps, stops just in front of Giles, and falls on its side.

" What the hell happened?" Riley, looking pale, stares at the fallen creatures.

" Someone or something stimulated their hybrid change response," Giles, sounding calmer than he feels, replies. He looks at the magic shop storefront. " Why do I think we'll find the answers in there?"

One of the men from the Humvee runs up to Riley. " Sir, Delta Group reports a lot of activity on the UC Sunnydale campus. Seems a party has gotten out of control, looks like a riot situation, sir."

Giles and Riley look at each other. " How about the rest of Sunnydale? An Any reported violence?"

" No sir, everywhere else seems quiet"

" That must be our man Ethan then, " Giles says to Riley.

" I agree. Ok, have Bravo and Charlie Groups go to the University and help Delta out. Keep the other part of Alpha to patrol Sunnydale. Clear?"

"Roger that, sir. " The man starts off.

" One more thing." Riley calls out.

" Yes sir?" The man calls back.

" Tell them all to use less than deadly force unless there's no other choice. These are civilians."

" Got it, sir!" the soldier returns to the others in the Humvee.

" Well, lets go pay a call on Ethan Rayne, what do you say?" Giles, looking grim, addresses Riley.

" Right there with you, Dr. Giles"

The party has spilled out onto the campus of UC Sunnydale, the creatures roaming around causing random destruction. Veruca especially seems to be in her element, running around, attacking the weak or laggards. But for all her efforts, she doesn't seem to be able to make an actual kill; it's not for wont of trying. It's just that the prey tends to fight back, beating her off.

Then she runs into a girl who, dresses appropriately enough as little red riding hood, is literally running for her life from Veruca. Veruca is loping after her, not rushing. She can smell her fear, and is enjoying it. She wants the kill to last. That is the most enjoyable for her.

The girl, in a panic, heads for the woods surrounding the Sunnydale campus. Veruca gloats. It won't be long now before she tastes her latest victim's blood in her mouth. She salivates in anticipation.

Just as she's about to enter the woods, two soldiers step out. Veruca, unsure, halts. She sniffs the air, but doesn't sense fear off them. Feeling the twinges of fear in her own gut, she begins to retreat. As she does, the first soldier fires at her, hitting her with a trank dart. It's followed by two more. Woozy, but still on her feet, she turns to attack.

As she does, the second soldier fires, hitting her with 10 thousand volts from his taser rifle. For a second, she continues on. Panicking, the soldier hits her with a second blast. She starts to convulse, and hits the ground. She continues to twitch on the ground as the arcs of energy go through her. Finally, unconscious, she is still.

The soldier, still not believing his eyes, or that she is completely out, walks over, and using the butt of his rifle, taps her in the side a few times. When she doesn't respond, he breathes a sigh of relief. The other soldier joins him, and together they secure her for transport. The soldier calls in.

" Alpha one, this is Delta seven, come in."

" Delta seven, this is Alpha one. Report."

" We've captured what we believe is one of the target hybrids. Repeat. We've captured one of the bogeys, sir."

" Which one is it, Delta 7?"

" We believe it's the female, sir. It's a biggun, with a red striping in it's fur."

" Roger that, Delta 7. Sounds like the female. Is it secure?"

" Yes sir. Awaiting instructions."

" Secure it in the holding cage, and trank it up. Make sure it doesn't wake up til morning, at least."

" Roger that, Alpha one. Don't want to be facing that beastie again."

" Affirmative on that. Good work, Delta seven. Keep hunting for the other bogey. Clear?"

" Roger sir, out."

" Alpha one, out."

" What was that about?" Giles asks Riley. They're by the front door to the magic shop.

" Delta team has secured Veruca, it sounds like," Riley says.

Motioning to his men to get into position, he turns to Giles.

" Ready?" He asks.

" Let's go" Giles nods.

Breaking into the shop, Riley and Giles rush through the customer area into the back. There they find the three ' conspirators' in rather compromising positions.

Ethan and Xander are standing facing each other. Anne is on her hands and knees between them. She is servicing Ethan with her mouth, while Xander seems to be exploring the other major orifice of her body. The three freeze.

" Well, Rupert. Seems you are, as usual, the master of timing!"

Shoving Anne away, he turns and runs.

Riley starts to pursue him, but Giles stops him.

" No, he's mine." He says quietly.

Riley, seeing the look on his face, doesn't argue. Rupert Giles takes out after Ethan.

The soldiers surround the remaining two, and there's some snickering in the ranks.

" That's enough, " Riley barks, and turns to the two. " On your feet, now" he addresses Anne.

" Now, now, Lt. Commander." Anne says, starting to walk towards him, " I'm sure we could come to some accommodation." There's a twinkle in her eye, as she notices Riley staring at her naked form.

Riley raises his rifle, and points it directly under her chin." I'd stop right there, ma'am, if I were you."

Anne, smiling a little ruefully, raises her hands above her head.

" Fuck this!" Xander yells out.

He charges the line of soldiers. One of them reverses his rifle, hitting square in the face with the butt. He falls like a ton of bricks.

Riley smiles. " Now that is a beautiful sight." He says. He turns to one of the soldiers. He notes him staring at Anne. " Stop drooling, soldier, and find something to cover her with."

The soldier, embarrassed, looks around the shop and comes up with one of the robes. He quickly drapes it over her.

Faith is driving desperately toward the UC Sunnydale campus. After what happened at Willow's house, she's afraid what she'll find there… or along the way.

Strangely, the town itself seems to be quiet. Thank god, whatever's going on didn't happen tomorrow. Might have been spread all over town! Still, she's worried about Oz, Angel and Buffy… even Veruca, for some strange reason. Whatever happened to Willow might have happened to them, and she has to get there to help them.

She is driving down a side street when another bolt of pain hits her. Stomping on the brake, she fishtails the van, narrowly missing a parked car. It comes to a stop, diagonal in the street.

Hunched over, she sweats out the pain. Somewhere in the back of her mind, she wants to just let it go, let whatever's going to happen, happen. But she hangs on. Oz needs her, Willow needs her. She can't… she won't give in now! Gripping the steering wheel tightly, she convulses as the pain shoots through her. But she hangs on, not giving in.

Finally, the pain subsides enough so she can continue. Sweating profusely, she starts the engine, turning the van right ways on the street. She heads towards the campus, still feeling weakened.

A few minutes later, she comes to the main gate of the campus. She turns in, and starts towards the fraternity house only to be stopped by two soldiers near the entrance.

" I'm sorry, miss. But the campus has been closed. There's a chemical spill, and no one is allowed in until it's been taken care of."

" My cousin's in there. He's playing at a party at one of the Frat houses. I've got to get to him…"

" I'm sorry, Miss. I'm sure he was evacuated with the rest. Please turn around now, and leave."

" You don't understand… this is his van. He can't leave his stuff…"

" Miss," The soldier raises his rifle. " You'll have to leave. Now!"

" Wait a minute, " The second soldier has been scrutinizing Faith. He looks at a portable device he's been carrying. " She looks like one of the hybrids, sir."

" Get out of the van, miss," The soldier levels the rifle at her chest.

" What's going on?" Faith, scared, looks at the soldier. " Ok, I get it. I'm out of here."

" Don't move, miss. Just get out of the van."

" Ok, ok. Just don't get crazy with that thing, " Faith says, starting to raise her hands.

As she does, however, she pops the clutch, and throws the van in reverse. She stomps on the accelerator, shooting backwards at full speed.

" Stop! Stop!" The soldier calls out, aiming his rifle at the retreating van. " Stop or I'll fire!"

" Just shoot her, you moron," The other soldier calls out to the first.

Screw you, pal! Faith thinks as she looks over her seat to avoid hitting anything. She does a doughnut on the campus road, turning the van around 180 degrees. She shoots off into the night.

The first soldier fires repeatedly, but misses the van. He turns to his companion.

" Don't just stand there. Get the Humvee. We've got to go after her!'

Faith, scared out of her wits, begins to drive aimlessly, anything to lose the nazi's at the gate.

What the hell is going on here?

The bat thing that used to be Angel stand over the prostrate form of Buffy. He hunches over, sniffing her. He's more curious than hostile.

Something registers in his mind. Mate. Good. Don't hurt. He watches over her, making sure nothing comes close.

Buffy, still under the spell, wakes up. She sees the bat thing standing over her, and screams.

"Get away from me, " She starts to push herself away from it, panicking. She moves further and further away. " Leave me alone!" She whimpers, getting to her feet.

The bat thing, not understanding, starts to come to her. Buffy, scared silly, turns and starts to run.

And runs right into Oz in his wolf form.

She screams… and faints again.

Oz sniffs at her, sensing prey.

He doesn't even see it coming.

But suddenly Angel is on him like white on rice, attacking him fiercely.

He and Oz get into it, clawing biting and scratching each other, trying to get the upper hand.

Buffy recovers from her second faint, and gets up, running away . She hides in the nearest bush.

Oz and Angel, fighting to the death, don't see the soldiers approaching.

" Good god, what the hell is that?"

" Shit man, shoot first, then ask questions!"

Both men raise their taser rifles, and let the combatants have it.

Oz and Angel, hit by 10,000 volts each, fall to the ground convulsing. The men shoot tranks at them, and they're neutralized.

" Man, I'm telling you, I don't get paid nearly enough for this," one of the soldiers says to the other.

He nods, and gets on the horn.

" Alpha one, this is bravo six. Over."

" This is Alpha one. Report. Over."

" Sir, I think we've got one of the bogeys. It's a wolf anyway."

" Good work. Get it secure."

" Sir? There's more."

" What is it, Bravo six?"

" Well, there's another thing with it. Some kind of bat looking thing…but it's huge!"

" Bat thing?"

" Well it sort of looks like a bat, and sorta looks … well, kind man shaped, too."

There's a pause on the other end.

" It must be one of the other hybrids. Don't touch it, just leave it."

" Leave it sir? It looks… well, it looks downright dangerous!"

" It's harmless. It's just some kind of magic mojo going on. We almost have the situation under control. Just leave it. It'll morph back soon enough."

" But sir, if it wakes up?"

" Well, hit it with a couple of tranks, That should keep it out til the situation is resolved."

" Sir…"

" Are you questioning an order, soldier?"

" No sir. Leaving it. Got it."

" Anything else, bravo six?"

" No sir. Out."

" Alpha one out."

The soldier goes over to the inert form of angel, raises his rifle again, and hits it with a few more tranks.

" I swear, they don't pay enough for this!"

Faith is getting desperate.

That truck or whatever has been on her tail for the last 15 minutes, and she hasn't been able to shake it. It doesn't close in ; it just keeps following her.

" What the fuck is their problem? I didn't do shit!" She mutters to herself.

But she's getting scared, really scared, by all the soldiers all over the place.

What's going on around here? Why all the soldiers…and what do they want with me? Shit, I'm done with this!

She makes a few quick turns, right, and then left, then right again. She comes to an alley, barely wide enough for the van, and runs up it, cutting the engine and lights. She ducks down, and waits.

She sees the wash of lights in the rear window, and feels her heart start to beat faster. Oh shit, I'm totally screwed! But the headlights pass, not stopping. Still, she lays down on the floor, waiting.

After what feels like 10 minutes, she gets up off the floor, and quietly lets herself out of the back of the van. She abandons it, deciding that being on foot will be a lot less conspicuous, and a lot safer. I'll come back for it later.

Faith goes to the end of the alley in a crouch, and peers out, looking both ways. She doesn't see any vehicles, military or otherwise. Breathing a sigh of relief, she starts walking up the street.

She heads in the direction of Willow's house. Somehow, she has to check on her, be sure she's ok.

Then, she's got to find out what the hell is going on around here.

" Alpha one, this is Alpha seven, over."

" This is Alpha one. Report, Alpha seven, over."

" Sir, we lost the hybrid we were following. Can't find her anywhere."

" Abort the pursuit, Alpha seven. Go back on patrol, be sure no other incidents pop up."

" Roger that Alpha one. But Charlie three was worried, sir. She seemed to know more than she should."

" Don't sweat it Alpha seven. If trouble pops up, we'll take care of it later. For now, just go back on patrol."

" Roger that, Alpha one. Alpha seven out."

" Alright, Ethan. Talk!"

Giles has the rather naked Ethan Rayne pinned to the wall, his arm braced against Ethan's throat.

" Well, Ripper, it's good to see you too." Ethan replies, somewhat hoarsely. " It might be easier to talk if you take your forearm out of my windpipe."

" Very well." Giles releases Ethan's throat, and grips his arm. Twisting it around, he levers it up his back.

" Now, Ethan, we're going to have a little chat, and you're going to tell me how to reverse the spell."

" And I wish to do that because?" Ethan says flippantly.

" Because, " Giles pushes Ethan's arm further up his back, eliciting a groan from Ethan, " I asked you nicely."

" Right then, " Ethan says, " Well, let's see. Reversing the spell. How does that go again? Oh yes… you put your left foot in, you put your left foot out, you put your left foot in and shake it all about…"

Giles, losing patience, throws Ethan into the wall. Head first. Ethan slides down, landing on his butt. Amazingly, he's still conscious. " Cut the comedy, Ethan. Tell me how to reverse the spell."

" I'm sorry, Ripper. You simply haven't persuaded me yet, " Ethan says from his sitting position.

Giles eyes go icy with anger. He comes over to Ethan, and grabs him, lifting him bodily up the wall.

" Do you want me to persuade you, Ethan?" he says in a very quiet voice.

" Oh, please do!" Ethan braces for another blow.

It comes in the form of Giles' fist hitting him hard in the solar plexus. Losing his breath, Ethan collapses on the floor, in a semi fetal position. " Oh crap that hurt, " he groans.

" Tell me what I want to know, Ethan." Giles kicks him. Ethan groans.

" Say pretty please, Ripper, " Ethan groans from the floor.

" Pretty please, " Giles says, kicking Ethan in the small of the back.

" Ohhhhhhh….." Ethan is in agony.

" Tell me, Ethan. I can keep this up all night. You on the other hand? Probably will start having broken bones very , very soon."

" Alright, Ripper, stop. Enough." Ethan somehow sits up. " Break the statue."

" What?"

"The statue of Janus, on the Altar. Smash it. That'll reverse the spell."

Giles kicks him again, hard.

" What the hell was that for?" Ethan groans, falling over.

" For being a bloody burke," Giles mutters. He walks over to the altar, and grabs the bust of Janus. Lifting it high over his head, he throws it at the floor.

It smashes into a thousand pieces.

-8-

At the fraternity house on UC Sunnydale, everything suddenly changes.

The partygoers revert to their normal selves. Everyone is milling around in confusion.

A few, caught en flagrante delicto, quickly cover themselves with whatever is at hand. Red faced, they go in search of their clothing.

Buffy stands up from behind the bush where she's been hiding. Her eyes tell it all. Buffy's back home in her head.

She looks around, and sees Angel, morphed back into his normal form, lying prone on the grass.

"ANGEL!" She cries out, running over to him. She kneels down beside him, gently lifting his head. It's then she notices the tranquilizer darts in his body. " Oh my god, what happened? What did they do to you?"

Angel opens his eyes. He feels very woozy. " Buffy? Are you ok? What happened?" He whispers.

" I dunno, honey. Weird stuff." Buffy cradles him in her arms. " Are you ok?"

" Just a little dizzy, " Angel struggles to sit up. " Ok. A lot dizzy."

" Shhh… just lean against me, " Buffy says, pulling him back. She pulls the darts out of him.

" What's that?" He asks, still not thinking too clearly.

" Trank darts. Somebody shot you with tranquilizers."

" Well, that explains why I feel like the world's spinning around." He leans heavily on Buffy." I don't know if I can walk yet."

" Don't worry. Just rest. We'll get home soon…before sun-up"

Angel leans wearily against her. Buffy looks out into the night, her face reflecting her worry.

Something bad is happening here. First the dreams… then the burns. Now this. Something's wrong, way wrong. I don't know what yet, but damned if I'm not gonna find out.

But for now, she just sits there, holding Angel

And worries.

-9-

" Yes, Dr. Walsh, the situation is under control again. " Giles say into the phone.

He looks tired, very tired. He listens as Dr. Walsh speaks.

" That's right. Veruca and Oz have been secured, and they're on their way back to you. " He listens some more, and makes a face. " No, I don't know what spell he used exactly. I didn't get a chance to ask him. He seems to have escaped…" He sighs. " We still have Anne Price, and yes, Xander was in on it, too." He leans heavily on the desk. " Look, Dr. Walsh, can we finish this in the morning? It's been a long night, and I… yes….ok, I'll call you tomorrow and give you a full report on the night's activities. Yes. Yes. Alright, then. Goodnight."

Giles hangs up the phone. Getting up, he goes to the kitchen. Getting a tumbler out of the cabinet, he pours himself a double scotch. He wanders back into the front room , and sits wearily into the chair. Sipping the scotch, he stares off into space.

Despite their success, he doesn't look happy. He isn't. Tonight has driven home something he didn't want to admit.

Dr. Marguerite Walsh, his old friend, his colleague of more than 20 years, is insane. She's out of control, and has to be stopped.

She treats them like lab animals. She's playing god, and it has to stop. They're human, and deserve a chance at life. Not like this…this travesty! They deserve to know the truth about themselves… and I'm going to have to be the one to tell them. No one else will.

He sips his scotch, and thinks about Buffy and Willow. He knows when it comes to them, he's not objective. Not in the least. He's come to love them like daughters. Seeing them put through this, suffering the whims of Dr. Maggie Walsh, angers him. He has to stop it. He has to.

Tonight has also taught him he has to be careful. Dr. Walsh might be insane, but she's clever. He sees how she treats her ' problems'. He can't let on what he plans to do… to anyone. For now, he has to keep the peace.

But soon, very soon, he plans to tell all.

Maggie Walsh be damned!

-10-

Faith stands in the front yard, looking at the Rosenberg house.

She needs to get inside, to Willow, but she hesitates. She knows she can probably climb up the tree, back on the overhang, and through Willow's window… if it's still open. The hard part is deciding if she should.

She loves me. She says she loves me, anyway. But what do I got to offer her? I'm nothing but a high school dropout delivering packages on a bike. Maybe playing in a garage band. Oh yeah, and a freak! I don't care what she says, I'm a freak. That pretty much was settled tonight. What did those soldiers say? Hybrid? Crap. That means I'm some kinda mutant? Shit. And I want to give her that? Aw, fuck it. I should just go. She'll get over me…probably way before I get over her. Damn…

"Faith?"

Faith nearly has a heart attack. She whirls around, and there's Willow, dressed in a robe and slippers, on her front porch.

" Damn, Red!' Faith stage whisper to her, " You scared the crap out of me. What're you doing up? You should be sleeping."

" Uh-huh. Well, honey, sorry, but that love tap you gave me? Wore off" Willow rubs her jaw. " Still hurts though. You don't really plan on doing that a lot , I hope."

" You remember that?" Faith asks, feeling like shit. Fuck me! It figures that's what she'd remember!

" Yeah, kinda remember everything, actually," Willow comes down off the porch, and walks over to Faith. " I remember you gave me your coat, so I could sneak in without my mom going postal if she caught us, and I remember going through the house…" Willow somehow manages to slip herself under Faith's arm, and slide her own arm around her."… then I remember all of a sudden wanting to charge you for sex! Boy, talk about you role playing" She laughs softly. " Then you lead me up to my room, which I didn't recognize.. and oh yeah, you hit me!" She punches Faith lightly on the arm.

" I'm sorry," Faith says, quietly. She disengages herself from Willow. " I should just go home…"

" Oh no you don't!" Willow grabs her, turning her around. " You're coming with me, Mister. No arguments." Willow realizes she's done it again when she sees Faith's face." Faith, that doesn't mean anything. I say it to everybody. Shoot, I say it to Buffy. How much more girly can someone get than Buffy?"

Faith smiles. She has to admit, Buffy is pretty far up on the girly scale. Then she frowns.

" That's not the point, Red. Doesn't matter. I'm really a freak, and I got proof tonight."

" What're you talking about?"

Faith explains briefly about what happened at the UC Sunnydale campus.

" Hybrid. Don't know what that means, except it means I'm some kinda mutant freak. "

" A hybrid is just the result of putting two or more wonderful things together, to create something even more wonderful." Willow slips her arms around Faith's waist, and moves closer to her. " And with you? I couldn't agree more. You're very special to me." She leans in, and kisses Faith gently on the lips.

" Don't, please Red, " Faith backs away, " that just makes it harder."

" Well, baby, that's what I was hoping for," Willow giggles

" Not THAT!" Faith blushes, realizing that it is waking up, " I mean…harder… to leave…"

" Leave? As in go away and come back, or go away and not come back?"

" Not"

Willows face bunches up, and her lip begins to tremble. " Y-You don't l-love me?" She doesn't make a sound, but the tears spill over onto her cheeks.

" No… that's not it. Oh god, don't cry, Red. Please…don't cry!' Faith grabs her hands, holding them in hers." I love you so much, it hurts."

" B-But you don't… you d-don't wanna be with m-me?" Willow's tears are flowing freely now. " What's wrong with me? Am I ugly? Is that it? I'm ugly, aren't I?" Willow's body seems to lose all its energy. She slumps. " What was I thinking? Someone like you, sexy and hot and beautiful, wanting me." She starts to turn away.

" No, don't say that. You're beautiful. God, when I think of you, I get… shit… just thinking of you makes me all… I want you so much, Willow. " Faith's will crumbles. She pulls Willow close, and starts kissing her, desperately , all over her face. " God I want you so much. I need you, it hurts to not touch you…"

" Love me?" Willow's voice is breathy. She runs her hand all over Faith's back.

" Yesssss, " Faith almost hisses, kissing every bare inch of Willow's neck she can reach.

" Make love to me?"

" Yes, yes, yessss" Faith surrenders. She can't think of anything else. She doesn't want to think of anything else.

" C'mon," Willow takes Faith's hand, pulling her along.

Faith, under her spell, follows like a child.

They're in Willow's bedroom. Willow is standing in front of Faith. She puts her arms around her, and kisses her.

It's a deep warm kiss. Faith, still feeling a little dizzy, opens her mouth to take Willow's insistent tongue. Willow's tongue caresses hers, and Faith gently sucks on it. The kiss becomes more passionate as Willow's tongue becomes more active in her mouth, more demanding. Faith comes fully awake, pulling Willow close. Her hands run over Willow's back and butt, grabbing and caressing and pinching. Willow leans into her, melding against her body, grinding her crotch against Faith. The kiss seems to go on forever, until finally, breathless, they break.

Willow leans back a little, and begins to unbutton Faith's blouse.

" What're you doing?" Faith, suddenly shy, bats away her hands.

" I wanna see you naked, " Willow says, leaning in, sucking on her earlobe. " I wanna touch you all over."

" Willow, please… don't, " Faith, still not comfortable with her body, her new addition, protests. " I … just can't …"

" No, you can't do this, not now. I won't let you." Willow rubs Faith all over, not letting her cool down. " You've got to see how beautiful, how sexy you are."

Taking Faith's hand, she pulls her to the closet. Opening the door reveals a full length mirror attached to the inside. She starts up unbuttoning Faith's blouse.

She continues until Faith is down to her jeans and belt. She comes up behind Faith, and slips her arms around her waist.

" See, baby? You're a girl. A very beautiful, sexy girl" Willow licks her neck, sending shivers down Faith's spine. " My beautiful sexy girl." Willow brings her hands up, and cups Faith's breasts. " Mmmm… pretty boobies." She starts to tease the nipples, making them swell.

Faith pants. She's never felt so sexy in her life. She leans against Willow, feeling her breasts push into her back. Willow, also incredibly turned on, rubs her crotch against Faith's butt.

Willow moves her hands from Faith's breasts. She runs them down her tummy, and over her thighs and hips.

" So sexy" Willow coos, her voice low and sultry.

" You make me feel … soooo.. sexy, " Faith whispers, her throat dry. She turns her head, and Willow kisses her warmly on the lips. Their tongues caress. Willow moves her hands to Faith's belt buckle.

Faith stiffens. Willow, sensing her fear, nibbles on her ear, and whispers.

" Baby, you're all sexy…all of you. Now, let me see the rest…."

Faith is still tense, but she doesn't resist. Willow unbuckles her belt, and then unbuttons her jeans. She hooks her hands in the belt loops and pulls the jeans down over Faith's hips until the puddle around her ankles.

Willow's eyes go wide. " You're not wearing any underwear!" She grins, " Sexy!"

Faith lifts each leg, and kicks the jeans away from her feet. " Well…. I can't wear panties, cuz they don't feel right anymore, and I'll be damned if I start wearing boxers!"

Willow, still kneeling behind Faith, has an up close view of her butt. She leans in just a little, and gently bites the right cheek. Faith, surprised, jerks forward.

" What the hell are you doing?"

" I always wanted to bite your butt, " Willow giggles. She strokes a finger along the Faith's leg.

Faith feels tingles all over her body. God, her touch is so… sooo…

" I thought you said you never did this before, Red."

Willow giggles, and stands up. Letting her robe drop, she melds her body against Faith's her hands go around her waist again.

" Well, remember when I said I kind of remembered everything?"

" Yeah…so?"

" Well, I kinda remember being a hooker too… and everything about being one…" She giggles softly, and bites Faith's neck. " Baby, I'm gonna rock your world " She whispers softly.

Faith up to now has been avoiding looking at herself in toto. Taking a deep breath, she looks down, and she sighs. Every time she looks at herself, all of herself , she keeps hoping that it'll be gone. That she'll see her vagina there, not that… thing. Fuck no…it's still there, hanging like a fucking sausage… . Not liking it, she squeezes her eyes shut tight.

" No, baby, don't, " Willow whispers softly in her ear. " Don't do that. Open your eyes. Look at it."

Faith frowns, but she complies. She opens her eyes, staring at the thing between her legs. She makes a whimpery noise.

" It's sexy baby, like you're sexy, " Willow moves her hands down, rubbing them along Faith's thighs. " It's beautiful." Willow nibbles her neck.

" No, it's not, " Faith almost whimpers. " It's… ugly, God I'm so ugly… it's a joke? It's a big fat joke… shit, let me go" She starts struggling weakly against Willow's embrace.

" It's not a joke. Faith, it's beautiful. You're beautiful. Do you think I'm a joke? What? You think I'm joking with you? Lying to you?" Willow almost casually lets her nails brush over Faith's penis. It jerks up in response.

" N-N-Nooo" Faith stutters. She feels like cold fire has just rushed through her guts.

" God, don't you know how much I want you? I can't think of anything else, hardly, " Willow says, reaching down and taking Faith's cock in her hand. Faith almost jumps. " God I lay in bed at night ,and I think of you…I think of how you put your cock in me, and my pussy gets all wet, and I get so horny, I've got to take my fingers, and I start pumping myself…and god it's just not enough. I want to feel your cock in me Faith. I want it in my pussy so bad I hurt … " Willow starts to move her hand up and down Faith's shaft. She feels Faith shiver against her. " Baby I want to wrap it in my pussy, and squeeze it. Feel you shoot your hot cum in me … feel it fill me up… ahhh…" She starts to hump her mound against Faith's butt. Faith is starting to pant heavily. " I want to kiss it. Can I kiss it?"

Faith is tingly, so lost, she can barely speak. " uh-huh" she says in a soft, sing song voice.

Willow comes in front of her, and kneels down. She takes the now hardened shaft in her fingers, and holds it gently. She leans in , and licks the tiny drop of pre-cum off the tip of her cock. She feels it move against her tongue, and smiles.

Taking her lips, she presses them to the head of Faith's cock, and gently kisses it. Faith groans. Willow presses them harder, and opens her lips, sliding her mouth over the head. She gently begins to suck on it.

Faith feels lightening bolts go through her gut, and she starts to feel weak kneed and woozy. God, no wonder guys like this so much! She feels her hips weaving, as Willow continues to play the skin flute.

Willows soft fingers start up and down Faith's shaft, and then stops. She looks, then opens her mouth, letting Faith's dick plop out.

" Oh, god, Red. Don't stop pleaaaassseeeee" Faith grunts.

" Faith… ummm… baby? You don't got …ummm… where's your scrotum?"

" Huh?"

" Your balls honey… they're…well, they're not here."

"Whatdafuck? I never had any… I don't think…"

Willow shrugs. " I guess then never descended" She looks closer, and pulls back. " You got a pussy!"

" Huh? Yeah, girl born with it, remember?"

" Yeah, but I thought… I mean, when this…" She touches Faith's cock, which wobbles, " I thought it changed…"

" No…shit, haven't you been listening? I told you, I'm a freak. I got both!" Faith reddens angrily, and starts to step away. " God, lets just forget the whole fucking …."

Willow grabs her leg. " No way…god, this just gets better and better…" She slides underneath Faith.

" What the hell are you…"

Willow grabs Faith's cock and starts to pump it up and down. At the same time, she buries her face in Faith's pussy, sliding her tongue between Faith's lips.

" Oh god what are you doing…." Faith feels like her whole body is on fire.

Willow, her tongue busy, doesn't answer. She keeps pumping Faith's cock as her tongue reams out her pussy. Faith is starting to feel incredibly weak and dizzy.'

" Red…stop… I'm gonna fall… on you…gonna…oh shit…"

Willow, afraid Faith will fall and hurt herself, stops and eases Faith onto the floor. Once there, she takes Faith's cock in her mouth and slides her fingers into Faith's now wet pussy. As she works, she starts making soft mewling noises.

Faith feels like her guts are all twisted up inside. She can't think, she can't hear. All she can do is feel Willow's mouth on her cock, and Willows fingers fucking her pussy. She doesn't know what to do. Her body just starts to move around, thrashing as her climax grows closer and closer.

Red…oh god red I'm so gotta oh god gonna gotta…aaaaaaaaa"

Willow is merciless, sucking and finger fucking Faith. She can sense the explosion coming, and she wants to see Faith come. She pumps her head up and down Faith's cock faster and faster as her fingers nearly fly in and out of Faith's sopping pussy.

Faith feels every muscle in her body tighten, her pussy clamping down on Willow's fingers. At the same time, something snaps in her brain, and her cock shoots out cum…shoots…and shoots.

Willow, Faith's cock still in her mouth, nearly gags when the cum starts to pour down her throat. She gently releases the cock, and slides her mouth off. But she grabs it with her other hand and pumps it, watching Faith's cum shoot up in the air. At the same time, Faith's pussy clamps tight on her fingers, and she feels her juices start to leak out and over her hand and wrist.

Faith lays still, perfectly still. Her body doesn't move, doesn't twitch. She stares glassy eyed up at the ceiling. She doesn't make a sound. She seems to be not breathing.

Willow panics. " Oh my god, Oh my god I've killed her. Oh no, no, no, no…baby. No!" She goes to Faith, putting her fingers on her neck. She feels Faith's pulse beating, strong and fast. She nearly collapses in relief. Suddenly, Faith gasps. She looks at Willow, panting heavily. Trying to get enough air to breathe.

"What the fuck… what the fuck did you do to me?" Faith gasps.

Willow, nearly dying in panic a second ago, giggles in relief. " That's it, exactly." She lays down next to Faith, wrapping her arms around her. She snuggles close to her, and kisses her gently on the lips. She purrs softly. " Boy, my baby came so good." She giggles. She looks down at Faith's waist, and her eyes go wide. " Oh my god, you're still hard!"

Faith, recovering her breath, looks over at Willow through slitted eyes. She smiles evilly.

" Uh. Huh. Well…. I seem to remember someone saying how they wanted to feel my cock in their wet pussy… and honey, as wonderful as your mouth and fingers are… I want to put my cock in your pussy, bad…"

" Oh really?" Willow's voice gets throaty. She starts to rub her wet pussy on Faith's leg. " You mean this pussy?"

" Oh yeah… " Faith, somewhat recovered, gets up. She lifts Willow in her arms, and starts towards the bed. Willow throws her arms around Faith's neck, and giggles. She leans in, and lowers her head to Faith's breast. Her tongue shoots out, licking the nipple. Faith gasps. " god, so not fair!" then she chuckles. " And who give a fuck?" She moves her hand and gently starts to rub it against Willow's nipple. A little shakily, She lays Willow on the bed, and lays down next to her.

Faith kisses her, the kiss becoming hot and passionate. Her hands move over Willow's soft body. Willow sighs into Faith's mouth, and moves closer to Faith, snuggling against her.

" I love you, " Willow breathes, as the kiss ends.

" I love you, " Faith says, and starts kissing Willow's neck.

Willow lays back, enjoying Faith's kisses and licks. She feels Faith move down, and then feels her cover her nipple with her mouth. Tiny sparks of desire shoot directly to Willow's pussy, causing her to start leaking again. She brings she hands up, pressing Faith's head to her breast. A soft sigh escapes her.

Willow has never felt like this in her life. All her life, people have never looked at her, not like she was sexy and desirable and wanted. Her emotions overwhelm her, and she begins to cry.

" What's wrong, baby?" Faith looks up at her, concerned.

" Oh god, nothing…nothings wrong lover. God, you really love me, don't you. Love me? I never… thought anyone could love me…" Willow starts to weep openly.

Faith slides up, wrapping her arms around Willow. She cuddles her.

" I love you so much, Willow, I can't stand not being with you. God, I feel empty when I'm not with you. I thought tonight… when all the craziness happened, I would lose you… and I just wanted to die. That's why I came back. I had to know… you were you again…. " Faith feels her own tears stinging at her eyes. " I though when you .. when I thought you wanted to leave me… god, I … I never…oh shit, I'm getting all blubbery now…" She starts to cry.

" Shhh… I'll never leave you. How could I, baby? I need you more than anything… food, water… mochas… shit, if I can't have you, I don't want to live. I want to die…"

" Don't… don't ever say that…" The two girls cling to each other.

After a few minutes, Willow rolls Faith onto her back. Faith looks at her questioningly.

" Shhh…" Willow says. She gets up, and slowly, very slowly. Lowers herself onto Faith's cock.

She starts to roll her hips, moving up and down Faith's hardening cock. She grabs Faith's hands, and places them on her breasts.

" Fuck me Faith, please baby. I need you to fuck me good. God, I want to feel you so bad… I need you baby, fuck meeeee…"

Faith starts to move in rhythm with Willow, thrusting in time to Willow's movements. She gently squeezes and rubs Willows breasts, feeling the nipples harden in her palms.

Willow reaches out, and cups Faith's breasts, kneading them as she moves faster and faster on Faith's hard cock. She begins to moan .

" mmmmm…nnnnnn.,… god it feels so good… oh god I want you so much .. .god Faith fuck me… fuck me…" Her hips move faster and faster, and she leans over, kissing Faith in a fierce, fiery kiss. She sucks on Faith tongue, as if it can fuck her mouth like Faith's cock is fucking her pussy.

Willow feels the dampness between her legs become a flood as she feels the fire in her belly grow and consumer her. She pumps on Faith's cock harder, harder, throwing her head back, her hair flying as she abandons everything to what she's feeling. Faster and faster she pumps, her mind breaking apart as she leaps over the edge, her orgasm bursting within her. She lets out a moan that seems to last forever as her body keeps pumping and pumping, and her pussy clamps on Faith's cock.

Faith feels her cock start to spurt within willow and she moans and cries out. She's never felt anything like this. She wants… needs more… more….

The women, exhausted, covered in a sheen of sweat, collapse against each other. They roll in the bed, and arms and legs become entangled. Faith begins to withdraw, but Willow clamps down on her.

" Uh-uh, " She whispers, her voice scratchy. " I want… need to feel you in me when I wake up."

Wrapped in each others arms, the tired but extremely happy women fall asleep.

-11-

It's three a.m. in Sunnydale, and everything is quiet.

Ethan Rayne's plans have been foiled; the only stain is that Ethan himself somehow escaped. But the crisis he generated has been averted, and all is well.

In at least one bedroom, two women hold each other. They are in love, and are the happiest they've ever been. They sleep peacefully, dreaming of a happy life together.

Elsewhere, a very young blond woman cuddles up to her lover, happy to just hold him. He's still weak from the tranquilizers, and they didn't make love. But she's happy just having him in her arms.

All is quiet. All is peaceful. Nothing is stirring in the small coastal town of Sunnydale

There is not a hint of the explosion to come.

To be continued


	10. Chapter 10

Disclaimer: same as before Joss owns all ther will be F/F and M/F sex and violence

Feedback: yes please if you like it lets here some noise if not i want to here that to

Initiative, Part 9

-1-

" Well, I suppose it could have been worse, " Ethan Rayne comments to himself. He looks down at his robe and smiles ruefully.

He has to admit to himself that being caught in flagrante delicto with Anne and Xander after their little spell… hadn't exactly been in his plans. I must learn to get in, cause chaos, and get out. It's the staying after to gloat… and other pleasures, that always seems to trip me up. Well, at least I managed to effect an escape. He sighs. But running around Sunnydale au naturel at 2 in the morning doesn't exactly boost one's ego. Fortunately I was able to appropriate this robe. Even if it does itch… He wriggles in the garment, reaching around to scratch. Sitting back in the limousine, he contemplates the night's activities as the car leaves Sunnydale on the journey to his fortified estate some hours away from Sunnydale.

It's well that I had the foresight to install that little hidey-hole in Sunnydale. Otherwise I'd be in the tender clutches of Dr. Marguerite Walsh right now … I can only imagine what she'd do with me. Ethan shudders. His expression becomes grim. " She got Anne," he mutters to himself bitterly.

This wasn't good news on many levels. Anne was special to him, his first and best simulatoid. He'd created her in the image of his dead wife, programming her with many of his wife's personality traits. Leaving out those pesky little items like conscience and morality. She was perfect, absolutely perfect. Now I'm sure that Maggie will put her on the scrap heap. Ah, well.

More worrisome was what Dr. Walsh might learn from Anne; she'd been privy to many of the plans of Ethan Rayne. Hopefully, the security protocols I put in place on Anne's programming will prevent any access to sensitive materials. But if not… well, there are other ways to deal with the situation. We'll cross that bridge when we come to it.

The night, despite the loss of Anne and his new lieutenant, Xander, wasn't a total loss. The spell had led to some interesting consequences. Dr. Walsh will be rather busy trying to explain the chaos in her little project. If my agents on the committee have done their job, this might put the last coffin nail in Project Moreau. A tight smile graces his face. Indeed, Dr. Walsh might be looking for a new job very soon indeed. Now, wouldn't that be interesting…

Ethan is jarred out of his thoughts as the limousine suddenly swerves , braking hard and fast. He is nearly thrown into the glass partition in front of him. He knocks on the glass.

" What is going on , Jackson?" Ethan queries, visibly irritated.

" Sorry sir. There's someone in road ahead, wandering around. I had to brake suddenly to avoid hitting her…"

" Her?"

" Yes, sir. A young woman, dressed in a rather strange costume. Must be for Halloween. She seems rather lost."

" A costume? Hmmm… " Ethan Rayne lowers his window and looks out.

Cordelia Chase stands staring at the limousine, her cocked to the side. Daddy? No, he wouldn't know where I am. Heck, I don't know where the hell I am. How'd I get here, anyway? Last thing I remember I was at the Fraternity party on UC Sunnydale. Well, this sucks beyond sucking. Things like this? Just don't happen to me. I'm… I'm… uhhh… who am I again? Ok, this is stupid. I know who I am… and I know I'm important. I'm… she blinks her eyes, from the glare. Ok, well, I'm important. And I want to go home, now. Uh… where would that be? Ok, get a grip. She looks down at her costume. Ok, why the garb? What, am I some kind of geek or something? Playing like dungeons and dragons? Shit, this isn't so much good…

She seems rather familiar. I've seen her before… but where? Ethan thinks to himself. Ethan quickly searches his mind, trying to place her. It suddenly comes to him. Of course, at the high school. I saw her with Xander before I saw Giles in the library. This must be the redoubtable Ms. Chase. One of Marguerite's creations. Ethan gives her an appraising glance. I must say Dr. Walsh does remarkable work. I can see Xander's attraction. Now, what would she be doing all the way out here? Isn't this interesting?

Ethan quickly sees that an opportunity has literally been put on his path. So, perhaps Dr. Walsh doesn't hold all the cards, after all. Maybe I've my own bargaining chip. He steps out of the car, walking up to his driver.

" Jackson, let me have your taser, please." He holds out his hand to receive the weapon.

Jackson hands over the device.

" Oh, and Jackson?"

" Sir?"

" Call Mrs. Jackson at the estate. Tell her we'll be having company. Have her make up the guest room."

" Yes, sir."

Ethan, placing the taser in his robe pocket, walks over to the rather bewildered Cordelia. He puts on his best concerned face.

" Miss? Are you quite alright? You seem to be …"

"… lost, yeah. " Cordelia, brows knitted, replies, " I don't seem to remember how I got here." She looks around, " where is here, anyway?"

" Well, you're on the highway outside of Sunnydale. Do you live there?"

Cordelia looks at him strangely. She backs off a step. " What do you want?"

" My dear young lady, I don't ' want ' anything. I happened to be traveling home, when my driver nearly hit you. I wanted to be sure you're alright, is all."

" I'm fine," Cordelia says doubtfully. She glances at him a little more closely. " What's with the Hugh Hefner?"

" I'm sorry?"

" Well…" She gestures at the robe

" Ah, yes. Well, that's an amusing story, actually. I was at a party, and some friends of mine decided to play a trick on me…" He pretends embarrassment, " … no need for details. I just found myself rather … unclothed and out of the house, you might say. Fortunately my driver Jackson was standing by with … this."

" Uh-huh, " Cordelia replied, not believing a world of it. Mrs. … yeah, anyway, my mother didn't have any morons that lived… I don't think… . " Well, er… whoever, I'm fine, so you can get back in the limo and be on your way now."

" Are you sure, Miss? I don't feel easy leaving you out here to your own devices…"

" I'll be fine, Pops. I'll just be walking home, now, " As soon as I remember where that is.

" Miss…?"

" Smith."

" Absolutely. Miss Smith, I really don't think it's safe out on the roads at night. I just live a little ways up the road. Why don't you get in my limousine, and I'll take you there. You can call someone to pick you up, if you wish."

Cordelia just stares at him.

" I assure you, I'm harmless."

" Yes, that's what all the better serial killers say…"

" Of course, I haven't introduced myself. How thoughtless. My name is Ethan Rayne."

" Yes, well… so?"

" Of Rayne International…"

Cordelia's eyes widen. Even in her confused state, she is well aware of Rayne International. Possibly the richest conglomerate on the planet. Her internal calculator starts running.

" You're rich?" She smiles, embarrassed. " Well, of course you are."

" Some might say that, " Ethan replies, " but then, can one ever have enough money? Or power?"

She peers at him carefully. " I don't seem to recognize you!"

" Well, I'm not one for the spotlight. I let my companies speak for themselves."

" Hmmm, " Cordelia replies suspiciously, " Well, it's been nice chatting, but I think I'll just be going now." She takes a few steps away from him.

Ethan, seeing the fish wiggling off the hook, slips his hand into his pocket, taking hold of the taser.

Cordelia stops, her hand going to her head. She seems unsteady on her feet.

" Don't feel so good, " She complains, mostly to herself, " feel so confused and dizzy, and need …."

" … to rest, of course, " Ethan has come up to her, steadying her. " Please, Miss…er.. Smith, I can't allow you to just wander out here. I … my conscience wouldn't allow me. "

Cordelia looks longingly at the limousine. " Well, I guess… I mean…" she wavers, " … I could call someone. From your place… and I'm so … tired…"

" Of course, my dear… of course!" Ethan starts to guide her back to his waiting limousine.

Ethan holds the door for her. She stops, and looks at him.

" You won't hurt me, will you?" She asks almost with child-like trust.

" How could anyone hurt someone as charming as yourself?" Ethan smiles winningly.

Cordelia, still feeling somewhat suspicious, but too tired and too confused to really put up a fight, gets into the limousine.

Ethan walks around to his side, a knowing look on his face. Well, Maggie. Seems round one is a draw.

Let's see how the rest of the game plays out, shall we?

-2-

Marguerite Walsh paces back and forth in her office. She's too upset to sit.

Things are beginning to fall apart around her, and she is not a happy camper. After the events of last night, she's desperately trying to keep a lid on leaks. She's worried if this gets back to the select committee, it might be the straw that breaks the camel's back. Ten years work, flushed. This can't be happening. Oh, but it's happening, Maggie. And all because of Anne and Ethan. How fair is that? Ruining my life's work… for their little games. Her eyes narrow. If I could get my hands on them, I'd choke the life…

Her thoughts are interrupted by the intercom on her desk.

" Yes?" She barks.

" Lt. Commander Riley on the line, Dr. Walsh."

" Thank you, Bernadine." Dr. Walsh picks up the phone.

" It's about time, Riley. Please, tell me you have good news!"

" We have Oz and Veruca in custody, Dr. Walsh. Also, we managed to capture Anne Price. And Xander."

" Xander?"

" Seems he was involved with tonight's little stunt."

Maggie clenches her jaw. " Dammit." She mutters. She speaks into the phone. " What about Ethan Rayne?"

" He got away, I'm afraid."

" This isn't good news, Riley. Without him, how am I going to prove that this was his doing?" She sighs. " Well, I guess we'll just have to get the information out of Ms. Price."

" About her, ma'am."

" What?"

" Well, ma'am… something's odd about her. She's strong, incredibly strong. Took nearly 6 of my men to subdue her. Yet once she was subdued, she gave up struggling. She's tame as a kitten at the moment."

" Watch out for that ' kitten', Riley. She has claws!"

" Yes, ma'am. Not to worry. I have a few men assigned to watch her. But she … well, she seems to have shut down. I mean, she just sits quietly, not speaking, not reacting."

Dr. Walsh is puzzled by her reaction.

" Well, maybe it's just some kind of meditation thing Rayne taught her. Don't worry… we have ways to overcome that." Dr. Walsh's expression is grim. There's no way little Ms. Price is going to get away with not spilling her guts. The whore! " Ok, Riley, how long before I can talk to our ' guests' ?"

" We're close, Dr. Walsh. I give our ETA as 10 minutes."

" Good, very good. When you get here, bring them to the interrogation room off the main lab. I've some special surprises for our ' guests'. "

" Roger that, Ma'am. Out"

Well, well. Maybe we'll finally get some answers for last night.

Dr. Walsh's expression hardens.

If not, at least we'll have some fun trying.

-3-

The morning sun streams through Willow Rosenberg's bedroom window.

It hits her on the face. She makes a little protesting noise, snuggling deeper into the covers. She squeezes her eyes shut, trying to keep out the morning.

She's had the most beautiful dream. She and Faith made love; crazy hot monkey love that lasted for hours. God, it was so real. I swear I can still feel her inside me.

Her nose twitches. She feels something tickling her nose. She brushes at her nose. It's then she realizes that she's sleeping on her side… and someone is pressed up against her!

Slowly, she opens her eyes, and looks over her shoulder. Looking at her over her shoulder is Faith, smiling softly.

Oh, my god! It was real! It happened!

" Hey, baby, " Faith croons at her, kissing her shoulder. " I thought for sure somebody was gonna sleep the morning away!"

OH god! She IS still in me…and she's still hard!

" Hey, " Willow says, her voice still heavy with sleep, but her emotions all over the board. " We… you and me… we…?"

" Mmmm-hmmm… we … a lot, " Faith chuckles softly. She catches Willow's look. " Oh." She pulls away. Her face looks worried. " Are you sorry?" She tries to keep a cool tone, but a little crack in her voice betrays her.

" Oh gosh, NO!" Willow immediately slips her arms around her lover. " Gosh, no! I just… it was so … beautiful… I thought it was a dream…but god… I …" She caresses Faith." I'm so happy!" She tries to kiss Faith, but Faith pulls away.

" Maybe… we rushed it. Maybe we shouldn't have…"

" Oh, baby… I'm sorry… it was my first time… and it was so … intense, so … right… that I never thought it could be so wonderful… I thought I dreamed it… but you… here.. with me… I love you." Willow nuzzles Faith's neck. She feels Faith stiffen. " What?"

" Er… honey, when you shifted? It got kinda twisty… and it's kinda painful… could you let go of me now?"

" Huh?" Looks blank, then realizes. " Oh… OH! Sorry, baby" Willow relaxes her muscles, letting Faith go. Faith sighs in relief. " Did I hurt you?" Willow looks worried.

" Do you mean, did you break it?" Faith chuckles. " No, it still works… I think."

" You think? You think?" Willow sounds panicked. " Oh god, I gotta check."

Before Faith can stop her, Willow has dived under the covers. Suddenly Faith feels a soft hand holding her.

" It looks ok, " Willow's voice is somewhat muffled by the blankets.

Faith feels a sudden thrill go up her spine as she feels Willow's tongue licking her!

" Is it still…working?" Willow calls out, a little giggle coming after her question.

" Yesss… its fine… stop!"

Willow's head pops out from under the covers. " What's wrong? You don't like?" She pouts.

" Oh god, yes, I like. I just…god, if you don't stop, I …"

" What? You'll what? " Willow dives under the covers. Suddenly, her bare bottom pushes out from under the blankets , right at Faith's face.

After a sweaty session of " Good morning " sex, the two young women lay together, snuggling. Willow turns to Faith, her face happy, content and half sleepy.

" I love you so much." She snuggles closer.

" I love you too, " Faith says, holding Willow close. " but I better be going soon. You're parents are gonna be up, and looking for you. Might not like finding us in bed together."

" Oh, poo. They'll think it's a sleep over. Buffy and I had plenty of sleep-overs together. All we gotta do is get some pj's on… right after we shower, of course."

" Shower?"

" Well, honey… we're kinda stinky." Willow giggles. " The parentals are sorta thick, but not totally clueless…"

" That's kinda why I was thinking I should clear out before they wake up…"

" Nope…" Willow puts on her resolve face, " I'm kinda wanting you to meet the folks. I'm kinda wanting them to get to know you… seeing you'll be hanging around a lot now…"

" Red? Not so sure that's a good idea. I'm not the kind of girl you bring home to meet the folks. I'm the one they warn you about."

Willow turns serious. " I love you, Faith. I'm proud of you. I want my parents to know you, too. So they can see what I see… the most wonderful woman in the world."

Faith's eyes grow bright. Too bright. She turns away, hiding her face from Willow. Her emotions are all over the map.

Willow moves close to her, leaning her head on Faith's shoulder.

" What is it, baby?" She asks, sensing Faith's change of mood.

Faith turns to her. A single tear rolls down her cheek.

" I don't get it," she says, her voice cracking.

" Faith, what is it? What's wrong?" Willow puts her arms around her. " Did I say something wrong?"

Faith makes a vague waving motion. Willow looks at her, puzzled. Then realization dawns on her.

" Wait? Are those happy tears?"

" Well of course, you goof…" Faith is smiling, sniffling and tears running down her cheeks. " last night, you … you made me feel beautiful."

" Well, dope, you are beautiful!" Willow hits her on the arm. " You know that."

" I don't. Or didn't. I mean, I know I'm hot, and sexy…and maybe come off as easy and slutty. And… I used that, to get attention. But inside? I never felt beautiful. I felt… empty. No one wanted me, not really… they just wanted to use me… this" She waves at her body. " then all this weirdness happened. I became a freak of nature…"

" I wish you'd stop saying that, " Willow's tone is almost angry.

" Sorry… I mean, you gotta admit, it's freaky though, right?" Faith looks deep in her eyes. " Be honest, it's not normal."

" It's different. But baby, viva la difference!" Willow giggles, " I know I'm viva–ing it a lot!"

" But that's just it. You didn't make me feel like a freak, don't you see? You just accepted what I was… and didn't … run away screaming. I don't get it, " Faith shakes her head. " Even my own parents… they didn't get me. But you do. You get me. You see me, and you made me see me… differently. I've never felt so… wanted." Faith looks at her in awe. " No one's ever wanted me like you do. I … why?"

Willow stares at her, not saying a word. This goes on for awhile, until Faith is convinced that no answer is forthcoming. She starts to get up, but Willow reaches out and restrains her.

" What?"

Willow shakes her head, as if it's all too much to understand. Faith starts to get nervous.

" What?" She repeats, starting to wonder if she didn't go too far. God, how stupid can I get? I've got the best thing ever, and I'm asking why? Stupid, much?

" What did they do to you?" Willow asks, her voice quiet , almost sad.

" I don't understand?" Faith really didn't.

" You're parents? You're supposed friends? Geeze, my god, Faith. I showed you last night. You're not just pretty. My friend, Buffy? She's pretty. But you… my god, you're a knockout! You're so much… more. It's not just … you're appearance. Though god, no complaints there! I'm just saying…when you walk in a room, it seems to energize. People can't help noticing you. You shine. My goodness, don't you see that?" She looks at Faith's puzzled face. " No, I guess you don't. It's like a second skin for you, I guess. But … go ahead, ask anyone, it's the facts, jack. You're special. And… I'm only glad that you saw me, and … well, liked me. Or whatever. I'm the luckiest girl in the world."

Faith just grabs her, and hugs her close. She whispers softly in her ear. " Not you, me."

" Ok, stinky, " Willow changes tone, to lighten the mood, " time for that shower. I mean, I really don't want Sheila and Ira Rosenberg giving me the 3rd degree when they start smelling you all over me…" Willow giggles. " Besides, I have such an idea for the shower…" She whispers softly into Faith's ear.

Faith's eyes go wide. " You wouldn't dare!"

" Oh, really?" Willow jumps up. She wiggles her bare bottom at Faith. " Wanna test that theory?" She takes off running.

" You better stop!" Faith jumps out of bed.

She stops, watching Willow run.

God, too sexy!

She hot foots it in pursuit.

-4-

" Inside, " Riley barks at his prisoners.

Veruca, looking truculent, is followed by Oz, who really doesn't seem to understand what's going on. Following on his heels is Xander, looking a combination of pissed and confused. Finally, last comes Anne, escorted by three soldiers with guns trained on her. She seems to be the least perturbed.

Using guns and shoves, none too gently Riley's squad prod the prisoners into the room, and into seats around a large table. Veruca, the most defiant, gives the most trouble. She refuses to sit. A gun butt to the back convinces her otherwise. The other three, seeing her treatment, sit meekly.

Dr. Walsh enters from another side of the room. She stands for a moment, then walks over to the table. She paces back and forth, not saying a word. She just stares at each one in turn.

Veruca finally tires of it, and speaks up. " So what, Doc? You gonna do something, or are you planning on boring us to death?" Her tone is disrespectful.

Dr. Walsh stops in front of her, a small tight smile on her face. She looks down on her until Veruca, feeling uneasy, looks away. Dr. Walsh addresses the entire group.

" Each of you had something to do with last nights debacle. I don't know why, and frankly, I don't care why. All I do know is that your actions have brought trouble down on me, and this project. This stops now, " Marguerite looks at each in turn. " Each of you will be interrogated about your part in it."

" Well, I know I'm shaking in my Manolo Blahnik's, " Anne Price smirks.

" Don't get too comfy, Anne. I haven't forgotten about you. You're the main reason everyone's here today. After I take care of the rest, I'm going to take special pleasure in ' talking' with you."

Anne Price just stares at her, a smug expression on her face. Maggie feels her frustration rising.

" So whatcha gonna do, Doc?" A voice comes from behind her." Seeing you got us all here. I mean, I hear lots of talk, but nothing's happening." Her tone sounds bored.

" We're boring you, Veruca?" Dr. Walsh turns to her. " What's wrong? Not enough action for you?" Walsh nods to one of the soldiers.

He comes up behind Veruca, and hits her with a taser blast.

Veruca, unprepared, nearly falls out of her seat shaking from the effects. The soldier rights her in her chair.

"Better now?" Dr. Walsh mocks her.

" Go fuck yourself, " Veruca snaps back, still groggy from the taser." Seeing how you probably can't get anyone else to do it."

" I don't understand you, Veruca, " Dr. Walsh says, almost sadly. " I gave you more than the others. You had so much potential. You could've really been something special. But you wasted it being a cheap killer."

" I'm what you made me, Maggie," Veruca smirks, " if your not happy with the results, maybe you should blame yourself."

" Blame myself?" Maggie goes over, leaning towards Veruca. " You stupid slut. I made you powerful, strong. Aware. So you could be more than just a foot soldier. I wanted you to be more. You were my first…"

Veruca spits on her.

Maggie, losing it, rears back and slaps her as hard as she can. Veruca's head snaps sideways with the blow. But instead of being cowed, she laughs.

" That the best you can do, Maggie? You really are nothing but an impotent little nerd, aren't ya?" Veruca rubs her cheek.

" You little whore! How dare you!" Maggie almost screams at her. " What the hell do you got to say for yourself?"

Veruca, appearing calm, gestures to Dr. Walsh to come closer. She does.

" I got lots to say for myself, Doc." Veruca leans in. " Wanna know what?"

"What?"

" I'd do it again… and again… and again. I like it, Maggie. I like watching them die… I'd do it til they're all DEAD!"

Veruca starts to change. Her hair grows longer, as do her hands and face. She raises her hand, now clawed, to swipe at Dr. Walsh. Before she can move, however, six trank darts appear in her hide. She looks down, then up at Maggie. Her expression is one of surprise. She topples over, knocking the chair she was sitting in aside. She lays on the floor, twitching.

" Pick her up."

No one moves.

" PICK HER UP!" Dr. Walsh barks.

A couple of soldiers come over, and grab the now unconscious Veruca. Dr. Walsh, still red-faced, comes over and looks down at half changed mutant.

" You stupid bitch, " She mutters. She looks at the soldiers. " Don't just stand there. Take her to the reconstruction lab. She needs to … be reprogrammed. Go on. Go!"

The soldiers carry the prone form of Veruca out of the conference room. Maggie watches them, her expression unreadable.

A chuckle is heard from the table. She whirls around, seeing it's Oz laughing.

"What's so funny?" She barks.

Oz immediately looks down, balling his fists.

" Nothing, " he replies, a little surly.

" Nothing?" Marguerite walks over to him, grabbing his face. She forces him to look up at her. "No one laughs for no reason, Daniel. What's so funny?"

" She is, Maggie, " Oz replied, defiantly. " I hope you fry her. That's what she deserves."

" What did you call me?" Dr. Walsh slaps him.

" Dr. Walsh," Oz corrects himself, looking down.

" What?" She slaps him upside the head.

" Dr. Walsh, ma'am." He mumbles. He's still staring at the table.

" Better, " She grabs his face again. " Look at me when I talk to you. So, Daniel Osborne, if she got what she deserves, what do you figure YOU deserve? Considering I know that you helped her in her little murders?"

Oz looks at her blankly, blinking. Her expression changes a little.

" But you don't, do you?" She shakes her head in disgust. " You don't have a clue, do you? You stupid mutant, you're more trouble than you're worth!"

" Think I give a rat's ass?" Daniel replies coldly.

She slaps him again, harder. " You better start caring. Think you can't get what she's going to get? Think you're safe? Don't count on it."

Oz mutters something under his breath. Dr. Walsh grabs him, jerking his head up.

" What did you say?"

" I said, who the hell is safe with a nut job like you running things?"

Dr. Walsh snaps. All the pressure and problems overwhelm her. She reaches in and pulls out a taser. She slams it into Oz's neck.

Oz nearly stands out of the chair, the volts of the laser making him dance crazily. His eyes roll in his head, and he falls to the ground.

" Take him out. Put him in a holding cell. I want to talk to him more before I decide what to do with him. And oh, " She jams the taser in Xander's chest. He falls over, unconscious." Take this traitor with him. Make sure he gets a proper reward for his… role in this."

Four more of Riley's men move to grab the two prisoners. They have smiles on their faces. They know exactly what that 'reward' Xander has coming entails. They look forward to giving it to him.

Maggie turns to Anne. She walks over, and seats herself on the desk next to Anne, looking down on her. She smiles.

" So, Anne, I guess it's just you and me left, right?" She taps the table with her fingers. " So, are we going to be civilized about this?"

" I'd prefer it, " Anne replies, " but I'm not telling you anything."

" Oh, you're going to tell me plenty. Everything in fact. I just thought I'd give you the opportunity to talk before we use less… pleasant means to persuade you."

" You mean torture?" Anne grins, " isn't that what this is? I mean, talking to you has got to qualify."

" Funny, " Dr. Walsh smiles a tight smile. " You're funny. I wonder who'll be laughing after we're done?" She stands up.

A couple of guards come over, grabbing Anne and forcing her to stand.

" So, Anne. We've got special accommodations for you. Seeing how you're our special guest and all, " She walks over to Anne, her arms crossed over her chest. " This is going to be fun. Trust me, you're going to love it."

Anne spits on her.

Dr. Walsh wipes the spittle off. She reaches over, and smears it on Anne's face.

" Take her out. Down to the interrogation room in the basement."

As the soldiers hustle Anne Price out, Maggie Walsh watches, with the first genuine smile she's had on her face all day.

This is going to be fun.

-5-

It looks more like the dungeon out of medieval times than the basement of a modern science facility, but that's the way Dr. Walsh wanted it. It's all massive slabs and wooden beams and flying buttresses, with a floor that was the only sop to modern times, being made out of cement.

It's Dr. Walsh's ' special' interrogation room. This is where she brings the more recalcitrant of her subjects. The musty air, the look, the very gloom give it a rather sinister and foreboding atmosphere, More than one witness has been scared into talking just being brought here.

But not Anne Price. And for that, Dr. Walsh is grateful. She really, really wants to torture her.

There are actually very few things in the large room. Along one wall sits a table, covered with a white cloth. On it are various instruments; some sharp, some blunt, some suggesting other, painful uses . On an adjoining wall, a hose hangs for clean up. A locker, containing surgical scrubs, is next to that.

The final piece is a large frame in the center of the room. 5 feet wide, and 12 feet tall, it's attached to a motor and pulley system that allows it to be lowered to the floor, or raised upright. It's currently in the upright position.

Attached to the frame is one very nude Anne Price. Manacles and leg irons keep her body in a spread eagle position. Her neck is secured by an iron collar that attaches to the sides of the frame. If she attempts to struggle free of the chains, her own weight will snap her neck.

Dr. Walsh enters from the side door, dressed in surgical garb; her hair covered in a surgical cap. She walks around the bound Anne, nodding her head.

" Very pretty. I can see what Ethan sees in you, " Dr. Walsh says, inspecting Anne closely.

" Well, gee, Maggie. If you just wanted to see me naked and chained, I'm sure we could've worked something out, " Anne Price sneers at her.

" It'll be a shame, " Maggie Walsh continues, ignoring her, " to scar that body. I'm sure Ethan won't be as… well, lusting for it after we're done. So, what say, Anne? Want to talk now?" She pauses to let Anne answer. She doesn't. " No? Too bad."

Maggie walks over to the table, and picks up a cylindrical device. She carefully pulls down the sheath, then holding it away from herself, shakes it. A mass of tentacle like wires extrude from it. She walks back over to Anne, holding up the device.

" Do you know what this is, Anne?" Maggie asks.

" Nope. You're dildo?"

" Funny. Funny, funny girl, " Dr. Walsh smiles. " This is the modern version of the Cat-O-Nine tails. " She flips a switch, and the tips of the lashes start to glow. " Thin, flexible copper wire is run through the leather lashes, attached to the tips. This provides a nasty jolt of voltage to the recipient… at least that's what I'm told. The leather lash, reinforced by the copper wire, tends to leave some nasty marks. Well, what do you say we try it out?"

" Go for it, Maggie, " Anne Price leers at her. " I always suspected there was a little of the S/M games in you. I like pain."

" Don't think you'll like this."

Dr. Walsh walks behind her, and rearing back her arm, hits Anne with the lash.

Anne's whole body jerks in the chains as the voltage courses through her body. She screams out in pain.

" So, what do you think? Want to talk now?"

" In the immortal word of one rather petulant werewolf, go fuck yourself, Maggie."

Maggie doesn't say anything. She just starts laying on the lashes. Each time she's hit, Anne Price jerks in the chains, screaming. Maggie, enjoying herself, doesn't stop to give Anne a chance to talk. She just keeps hitting her. Finally, she breaks skin, and blood starts to pour out Anne's back.

Green blood.

Maggie stops, startled.

"What the hell?" She walks over to the now limp form of Anne, who's hanging in the chains, unconscious. She reaches over, and takes a sample of the ' blood' on her finger. She sniffs it. Her brow furrows. She rubs it between her fingers. It has a plastic-metallic feel to it.

She moves closer, looking at the wounds in Anne's back. That's when she notices the intricate wiring attached to the skin. And behind, she notes some flashing diodes.

"An android. She's a fucking android!" She says to no one in particular.

" Actually, " the body of Anne Price seems to recover, and her head comes up off her chest, " I'm a simulatroid. A more advanced form of Android. I use organic and inorganic parts to operate." The head swivels on the body, until Anne's face is facing Dr. Walsh. " I'm actually running in Basic Personality mode at the moment, as my personality chips have been fried." Her eyes seem to flash rapidly. " I also notice some of my other functions seem to be offline." The face smiles in an almost insane manner. " So, Dr. Walsh, how can I be of help to you?"

Maggie Walsh shakes her head in near awe. I have to give that lech, Rayne, his props. This is one amazing robot. " Since you're being so cooperative now, Anne, why don't we discuss Ethan's plans."

" You mean Honey bear's secret plans?"

" Honey bear?" Maggie Walsh almost bursts out laughing. She does her best to recover a straight face. " Yes, let's talk about Honey bear's…" She bites her lip to keep from giggling, " … secret plans."

" I'm sorry, Dr. Walsh, but those are encrypted, and can only be accessed in Advanced Personality Mode, which I fear is offline at the moment." She looks sad. But then brightens. " Is there anything else I can help you with? I'm really good with quantum mechanics." There is almost a note of pride in her voice.

Clever. Very clever, Ethan. But not clever enough.

Dr. Walsh motions to the guards to bring the frame down. She walks around to the ' front' of Anne. The head swivels to follow, giving her a slight case of the creeps. That's just … ugh.

" Are you letting me go, Dr. Walsh?" The Anne-bot asks, as the frame lowers to the ground.

" Not exactly, Anne. But since you're being such a good…ummm… Simulatroid, I figure you deserve a reward."

" Why, thank you very much, Dr. Walsh. I do my best to please!" The Anne- bot is smiling brightly. The guards undo her neck, leg and wrist chains. She stands up. " Well, that's so much better. But I fear I'm in need of repair." Her eyes start to strobe-flash again. " I fear my diagnostic indicates I might have a system wide failure soon, without repair." She looks worried.

" Oh, don't worry, Anne. I have some experts I want you to meet. They'll be more than happy to help you." And de-program you, if we have to take you apart piece by piece.

" Oh, that would be nice!" Anne – bot smiles. She looks down at herself, and frowns. " Oh! I seem to be naked. Do you think I should get clothed first?"

" Don't worry, dear," Dr. Walsh comes over, and takes Anne-bot's hand. " I'm sure these gentlemen won't mind. And, it'll make their job easier without the clothing, I'm sure."

" Oh, good. I was afraid to embarrass you." Anne-bot smiles. " Are they nice men?" She follows Dr. Walsh willingly as she is led out of the interrogation room.

" Oh, yes, Anne. They're nice men. Very nice men."

" Good, I like meeting new people." Anne seems to take on a glow.

Yeah, I bet you do.

-6-

Buffy lays quietly, snuggling up to Angel, her head resting on his chest.

She isn't sleeping however. Her eyes are wide open, and she looks worried.

She'd had the dream again.

She's in a large white room. She's laying flat on an examination table, her wrists and ankles bound to the table. The lights are bright, hurting her eyes.

This is different, however. She seems to remember more details. The people around her seem to be talking about her, but she can't quite understand what they're saying. Also, she feels them take a vaginal swab, and some skin and hair samples.

What she remembers most clearly is the fear she felt. The utter helplessness in her situation, and the dread that something was going to happen to her. Something bad. She struggled against her bonds, but someone, dressed in white, gave her an injection. It seemed to make her muscles stop working. She couldn't move. Her brain felt foggy, but the fear abided, making her heart race in her chest.

The next thing she knew, she was being unbound from her restraints. Still, whatever they'd injected her with was keeping her unable to move. All she could do was watch as they lifted her, placing her on a rolling stretcher. The fear in her grew. She knew something was going to happen to her, but she couldn't remember what. All she could remember was the prodding and poking while on the exam table. And the lights. The fluorescent lights in the ceiling . She watched them as she moved under them.

As soon as they reached the room, memory came flooding back to her. Maybe it was the smells, or the dim lighting, or something else. But she knew what was going to happen now. She grew even more frightened, and tried to will herself to struggle, to fight. But it was hopeless. She couldn't move. All she could do was lie limp while they lifted her. They were going to do it again… put her in the tank again She felt as the breathing mask was put on her face. The slowly, almost torturously, they lowered her into the tank. It felt warm, but the liquid burned… really burned. She screamed, inside, as the mask and her flaccid muscles wouldn't allow her to scream out loud. She felt the liquid rising over her, drowning her in its blistering embrace…

Help me… help me. Please… help me!

Buffy woke up, sweating . Her skin felt hot.

What does it mean? Why am I dreaming about this? I know Doc Walsh said it was all normal, just hormone stuff. But why does it keep happening? Even when I take the pills, I still get the dreams. It's so weird. I know it's not me… I'm not the woman on the table. But it's like I'm inside her… I don't get it … god, something's just not right here. I know it. I feel it, in my gut. I don't care what Doc Walsh said. This isn't normal. Something's happening to me. Is it because I'm a slayer? What's going on here? Why is she screaming? Why is she calling out for help? …

" Buffy?"

" Angel? Oh… sorry, I didn't mean to…"

" Buffy, what happened to you?"

" What? What're you talking about?"

" Your skin… what happened to your skin…?"

" Huh?"

Angel reaches over, and turns on a lamp by the bed. Buffy looks at her arms, and they're covered in red, angry looking welts. She almost jumps out of bed, in a panic.

" Oh, my god, oh my god, oh my god!" Buffy backs away, rubbing at her skin. It can't be happening again! It can't be real! Oh god, what's happening to me?

" Buffy?" Angel is out of bed, coming to her. Buffy backs into a corner, then slides down the wall, sitting on the floor. She tries to cover herself.

"Buffy, let me help you. You're hurt. I need to get you to a hospital…"

" No… no … can't go to a hospital… noooooo" Buffy cringes away, trying to shove herself through the wall to get away.

" Buffy, don't. You'll hurt yourself. Please, baby, let me help you, " Angel tries to put his arms around her, but she bats them away.

" Don't. Don't touch me! I… don't… I'm… oh god, Angel, I think I'm going insane…!"

" What? God, why do you think that?"

Buffy doesn't answer. Instead, her emotions go out of control, and she starts to cry. She leans against Angel, sobbing.

Angel gently lifts her, and leads her into the bathroom. He starts to undress her.

"Angel…what're you doing?" Buffy seems panicky.

" It's ok, Buffy." He finishes undressing her. She stands naked in front of him. " I'm just going to put you in the shower. Cold shower. The cold water will help." He turns on the water, and then leads Buffy over. " It might sting at first, but it'll feel better soon."

Buffy gets in the shower, and the force of the water hitting her welts really hurts. She cries out, and for a moment starts to get out. But then the coolness of the water starts to penetrate, and as Angel said, she begins to feel better. She stands under the water for awhile, just letting the water calm her. Finally, she turns off the tap and steps out. The welts have receded, and instead of red, they're pink.

" Better?" Angel asks, handing her a towel.

" Yes, much, " Buffy says, quietly. " Thanks."

Finishing drying herself, she wraps the towel around her body. She doesn't seem to know what to do next. She just stands quietly, staring at the floor.

" Buffy, are you ok?" Angel moves over to her, putting his hands on her shoulders. " Look at me, sweetie. What is it? Talk to me."

Buffy looks up, her lip trembling." Angel, I'm so scared. I don't know what's happening to me…" tears start to roll down her cheeks. " I'm going insane…"

" Shhh… Buffy, it's ok…" Angel gently wraps his arms around her. She seems to melt against him. " I'm here… it's ok."

She doesn't protest when he lifts her, carrying her out of the bathroom and back into the bedroom. He gently lays her on the bed, above the covers. He then sits next to her, holding her hand.

" Tell me, honey. Why do you think you're going insane?"

Haltingly between sobs, Buffy tells him about the dreams, and how she's been reacting to them lately. She tells him about visiting Dr. Walsh, and what she said. " … she said I was normal, but how can this be normal?" She gestures at her arms. " Why is this happening to me? She said it was some kind of psycho reaction or something. She said I wasn't crazy, but I have to be… I have to be, don't you see?"

Angel looks serious. " I don't believe your crazy at all."

" You don't?" Buffy tries to read his face. " Why is this happening to me?"

" I don't know. But after last night, what happened , I'm thinking something else is going on. Something we don't know about."

" You remember what happened last night?" Buffy looks at him.

" Not really, no. It's all kind of fuzzy. I just know that we were outside, and you started acting strange…"

" See! I told you, I'm nuts!" Buffy sounds mournful. Then she looks up. " No, wait, I remember. I was making out with you, and then… all of a sudden, I thought I was some southern belle… and I started berating you for coming on to me… and then… oh my god… you…." She stares at him wide eyed. " You turned into a monster!"

" Aw, c'mon, Buff. I mean, I know I can get a little frisky… and maybe vamp out…"

" This wasn't a vamp out, Angel. You turned into some kind of bat like thing…"

Angel stares at her, amazed.

" You don't believe me?"

" Well, Buffy, it does sound a little…ummm…."

" Crazy? Well, I don't care. It happened. You became this bat-like thing…and then I think I fainted."

Angel gives her a sidelong glance.

" You don't believe me! You do think I'm crazy!" She edges away from him, closing herself off. Her lips are tightly pressed together, and she looks upset.

" No, Buffy, honestly. I don't." Angel moves over, putting an arm around her. She doesn't move away, but she doesn't open up to him, either. " I just really don't remember much about last night after…well… you changed. The next thing I really remember is lying on the ground, with trank darts in me."

" That was the soldiers, I think. I'm kinda blurry, cuz I think I was still kind of out of it. I woke up, you were over me, I was terrified… I ran… and oh no right into another creature… and you protected me!" Her eyes open wide, and she looks at Angel, her expression soft, her eyes shining. " Even like that, you … saved me!" She moves closer, putting her arms around Angel. " You fought it… so it wouldn't hurt me." She looks up at him. " You love me."

" Well of course I love you, Buffy. " Angel pulls her close. " did you ever not believe that?"

" No, I mean … even when you turned into that thing… all you wanted to do was protect me… that must be the demon in you, or whatever, and even like that, you wanted to … I love you so much, Angel." She reaches up, and pulling down his head, kisses him. It's a long, warm and tender kiss. Sighing softly, she snuggles against him, laying her head on his shoulder.

They sit quietly for awhile, holding each other. Buffy appears content, feeling safer than she did a few minutes ago. Angel, on the other hand, has a worried expression. He doesn't remember his metamorphosis from the previous evening, and it bothers him. What if I hurt her? What if the demon in me got loose, and really … He shudders thinking about it. Something isn't right here. There's more going on than what happened last night.

He gently disengages from Buffy, and faces her squarely.

" Buffy, we need to see Giles. In the morning… ummm… later in the morning…"

"Uh-huh," she murmurs, trying to snuggle back into Angel's arms. " Later, ok?"

" Buffy, I'm serious."

" So am I, Angel, " Buffy pulls herself up. " I know weirdness is happening. We gotta deal… but later. Right now, after everything, I'm just pooped out."

Angel can see she's barely holding her eyes open. He pulls her close, and lays down, so she is resting on him, her head using his chest as a pillow. She wiggles around to get comfortable, and soon is gently snoring.

Angel watches her sleep, a small smile on his lips. He caresses her hair, and tries to relax. But his thoughts keep going back to last night, to the strangeness that happened. That, and other things that just … don't seem right. He lays still and quiet, so as not to disturb Buffy.

He wishes he could just let it go. Relax and sleep. He's exhausted.

He can't. He can't shake the bad feeling he has.

-7-

Marguerite Walsh sat at her desk, going over the report. There was an amused grin on her face.

" Why the old pervert," Maggie chuckled over a particularly amusing bit in the report.

" Ma'am?" Riley Finn, standing across from her, is curious at her mood.

" Ethan Rayne. God, what a lecher. He created ' Anne ' as a replacement for his ' trophy wife'. Seems she left him because of some of the … unusual requests he had. So he created this -- what does he call it? Simulatroid, to replace her. She is physically her duplicate, but he added some extra programming, and took out some pesky morality so she would comply to his requests." She shakes her head, amused. " I swear men can be such children."

She looks up at Riley, and noting his rather blank expression, realizes he isn't really following. Like children. She decides to switch subjects.

" Riley, I've been recalled to Washington, D.C. Seems the select committee has some questions about methods and procedures involved in the project." Her tone grows bitter as she continues, " I suspect it's an excuse to cut funding for Project Moreau, and frankly, I'm not all that sure I will be retained as director, even if the project continues." Her lips tighten, and her eyes narrow. " I really hate politics and politicians. But there's no help for it." She stands up, and goes to Riley. " I need you to put code orange into effect, Riley."

" Ma'am?" Riley appears somewhat startled. " you really believe it's that serious?"

" Absolutely," Maggie nods, distractedly. " I've worked too long and too hard on this research to risk it falling into … other hands. I need to keep control over it. While I'm gone, the facility must be secured, and especially, my notes and samples must be preserved. They have to be moved to a secure location. All the necessary equipment to preserve the samples must be appropriated, also. I've arranged for suitable, if temporary, storage at this location." She hands him a document. " All this must be done before my return from Washington. Is that clear?"

" Yes, ma'am, I understand. " Riley replies. He quickly scans the document. "What about our ' guests' ?"

Maggie considers for a few moments. " They will be brought along, of course. They might still be of some use."

" Yes, ma'am"

" Now, Riley, it's decision time. I need to know where your loyalties lie."

" Ma'am?"

" I know you're military. I respect that. I know you're loyal to the military, and I also respect that. Things are changing, however, and I suspect that soon I will need to seek out other funding for Project Moreau. More than likely, it will come from the private sector." She faces Riley. " I've watched you ever since you came aboard this project. I must say, you're work has been exemplary, and I've grown to depend on you. " She weighs her words carefully, " I've grown quite fond of you, Riley. I consider you a friend. I will need loyal people, people who can get things done, when I make my move. "

" You really believe that the project will be terminated, ma'am?"

" I'm almost sure of it, Riley. There are a few blockheads on that committee that don't have the vision to see the future. But they're pretty powerful blockheads, and are capable of convincing the rest. I've learned never to trust politicians. I've already made my contingency plans." She looks at him intently, " I'm hoping that when I go, you'll decide to come with me."

Riley looks uncertain. " Permission to speak frankly, ma'am?"

" Please."

" I appreciate your confidence in me, Dr. Walsh. I really do. But as you say, I'm military; my whole career has been with the military. I'm used to following orders. I don't question assignments, and I do what I'm told to do. It's not my place to question that, " Riley pauses, considering his words. " What you're asking goes beyond what I've been trained to do. Essentially you're asking me to turn my back on the U.S. Government and the military. I'm a loyal soldier, ma'am. I'm not sure I can go against that."

" I understand, Riley, " Dr. Walsh says.

" On the other hand, you've taken time to explain what you're doing here, and it's purpose to me. Don't get me wrong, I believe in our military. I believe it builds character. But … I don't like the fact to watching good men and women die in combat, often on the whims of politicians who never served. The greatest peacemakers are military, did you know that? We know the effects of war. " Riley's face looks pained. " I've lost more than a few friends to war. I wouldn't mind that being taken over by soldiers bred for the task. Not one bit." His face assumes a neutral expression. " I need time to think about your proposal, Dr. Walsh."

" Good, " Dr. Walsh says quietly.

" Ma'am?"

" If you'd refused outright, or jumped right on, I'd be suspicious of your commitment. But I can see you're a thinking person. Good, I respect that most of all. I'll give you some time to come to a decision. I'll be gone a week in Washington. I'll need an answer when I get back."

" Thank you, Dr. Walsh. Is there anything else?"

" You're dismissed, Riley."

Riley nods, and turns to leave. He gets to the door, and turns back.

" I believe in what you're doing, Dr. Walsh. I believe in you."

He leaves.

Dr. Walsh sits contemplating Riley's words for a few minutes. Her expression turns grim. I'd hoped you would get onboard, Riley. I hope you do. But you know too much to risk allowing you to make any real choices. I can give you a lot… or take a lot from you. I just hope you choose wisely. I really hope you do. I don't like the alternative, but…

Her thoughts are interrupted by the buzzer.

" Yes?" She says into the intercom.

" Dr. Giles is here to see you, Dr. Walsh."

Maggie sighs, and shakes her head. " Give me 5 minutes, then send him in."

Just what I need now, She thinks, as she leans back in her chair, staring into space.

-8-

" I'm sorry, Dr. Giles. She's busy at the moment. If you'll have a seat…" Bernadine waves her hand towards the reception area.

" Miss? I've been waiting all day to see Dr. Walsh. I keep getting the run around. You will bloody well announce me, and do it now…" Rupert Giles leans over the desk, his eyes staring directly into Bernadine's. They glitter in a quiet fury.

" Sir, I can't just interrupt Dr. Walsh…"

" You can, and you will."

Bernadine blinks, and picks up the phone

" Dr. Walsh? Dr. Giles is here to see you." She listens. " Yes ma'am, I understand." She looks at Giles. " She'll see you in 5 minutes."

" Thank you." He walks over and retrieves his briefcase. Sitting, he clutches it possessively. Inside are all the files on the 'test subjects' of Project Moreau. After squaring away the ' prisoners' at the dock, he's been busy raiding the computer files, making surreptitious hard copies. He has plans for their use.

The only indicator of the level of anger he feels is the tightness of his lips.

This is not what I signed on for. None of this is what Dr. Walsh outlined when I came aboard the project last year. I was simply to watch and observe; commenting on changes in the test subjects adaptability to their environment. I had no idea at the time that the ' test subjects' would be cloned humans; nor that they would be imbued with powerful and … deadly? … abilities. This whole elaborate fiction of Sunnydale, and their identities… Giles' mouth works in frustration … wasn't outlined to me. Not at first. Not until it was too late to back out.

And I never expected to start caring for my charges. They were just children… and unaware of what they are. The lies made up to explain their fantastic ' abilities'. The memory suppression. The ' reprogramming'. The experiments. Giles shudders when he remembers some of the things done to them. All in the name of creating a race of " Super Soldiers." God, it's perverse.

How can I look at them, day in and out, pretending to be their ' mentor and friend' knowing what's in store for them. I can't! Anyone with a conscience can't. It's wrong, and it has to end.

" Dr. Giles? Dr. Walsh will see you now, " Bernadine interrupts his musing.

" Yes. Thank you." Giles gets up, heading for the office door. Before he can reach it, the door opens, and a smiling Dr. Walsh greets him.

" Rupert! Come in, please." She steps aside, waving for him to enter.

Giles, suddenly having the feeling he's the fly about to enter the spider's parlor, nonetheless enters the office. The door closes behind him.

" So, Rupert, what can I do for you? " Dr. Walsh asks as she sits behind her desk. " Please, forgive the delay. Things have been rather chaotic here after the evening's festivities." She waves at the chair in front of her desk. " Please, have a seat."

" Actually, I prefer to stand, " Giles says doing so. " And I want to discuss last night with you."

" I see," Dr. Walsh sits, fingers steepled under her chin, " really, Rupert, until I have more information about what occurred, it'll be a rather one sided conversation, I fear."

" You can stop play acting, Marguerite. I'm well aware that Riley has filled you in on the night's events. What happened last night is … inexcusable."

" I beg your pardon, " Marguerite replies, doing no such thing, " I realize you're a behavioral scientist, Rupert. It's your job to study people. But what I know or don't know about last night is still not in your purview, unless you add mind reading to your talents."

" I suspect that little, if anything escapes your notice when it comes to what happens to Buffy, Willow and the rest. " He walks to the desk, leaning on it. " I also suspect that Riley's squad was more active than just keeping tabs on Veruca and Oz. I know for a fact that Cordelia is missing. Where is she?"

" Cordelia's missing? This is the first I've heard of it!" Dr. Walsh is genuinely surprised. " How do you know this?"

" She failed to come home last night. Her parents have been on the phone with me, trying to ascertain her whereabouts. I've done my best to stall them, but they are beginning to think that something's happened to her. They are worried sick."

" Indeed?" Dr. Walsh smiles. " I guess the bonding in that family went farther than I suspected."

" Joyce Summers has also been in contact. She's very upset. Buffy didn't come home until this morning, and she was covered in red welts again. Evidently, she's been experiencing the nightmares again."

Dr. Walsh's smile fades. " that's not supposed to happen. The pills I gave her are specially formulated to suppress the psychic functions of her brain. After the last session with her, I thought the genetic memories she was experiencing would be eliminated." Dr. Walsh looks a touch worried. " Something is wrong."

" Something is wrong?" Giles looks at her, slightly amazed. " I'd say that's the understatement of the century. This whole project is ' wrong', Dr. Walsh. And it has to stop. Now!"

" I'm sorry, " Dr. Walsh rises, reflecting her rising anger. " Exactly when were you made director of this project, again?"

Giles doesn't wither under her glare, however. " This whole project of yours is built on lies and deceptions, Marguerite. You told the Chases, the Rosenbergs and Mrs. Summers that this was an experiment in re-integration into society of certain individuals who'd experienced a traumatic loss. You were experimenting with new drug and surgical therapy to help them reintegrate into society without the emotional damage so common in such cases. They fully expected to become the 'parents' to these children. It was supposed to give them a new life, free of the trauma they'd experienced. They were supposed to report back to you any physical or psychological anomalies, so treatment could be altered. " His fist comes down hard on her desk, startling her. " I wonder how'd they feel if they knew exactly what these ' children' really were."

" Do you know what they really are, Rupert?" Dr. Walsh smiles at him. It's not a pleasant smile.

" Of course I know, " Rupert Giles says, but the seeds of doubt are planted in his brain. " They're experimental clones, created by mixing human and animal DNA to create a race of " Super Soldiers" for military purposes. At least, that's how you described it to me. But they're more than that." He walks away from her desk, moving towards the bookshelves at the opposite wall. He turns back to her. " They're human beings. These aren't animals, or things, Maggie. They're people, with all the quirks and foibles and potential that all people share. That's why this perversion must stop. It can't go on like this."

" I see their parents aren't the only ones who've bonded with the test subjects." Maggie walks from behind her desk. " You say their more than just test subjects. I agree, Rupert. They're so much more. They're the first step."

" First step?" Rupert Giles looks confused.

" Rupert, Rupert, " Marguerite Walsh shakes her head in disbelief. " You've known me 20 years. You've known the thrust of my work up to Project Moreau. Do you really think that my only goal was to create a warrior class for the U.S. Military?"

" I've known your work in DNA and genetic research. But only on how to eliminate genetic illnesses…"

" My work has progressed far beyond that, Rupert. It came to me one day that my work with genetic disease control was a waste of time. The problem was, the very race that I was trying to help? Was a genetic dead end. They've evolved as far as they can, and it's time to stop prolonging their existence. It's time to work towards their replacement."

Giles looks at her, his jaw slightly open. A small light has come on in his head, and he's beginning to realize what she's propounding.

" Do you think any of this really matters?" Maggie says, waving her hands around the office. " The funding, the facility, what they want? Of course it doesn't. I mean to deliver on my promise, if I'm allowed to continue… which seems to be in some doubt. But the project itself? Only a way to gather funding for my real goal, Rupert."

" If you're proposing what I believe you're proposing… that's madness, Marguerite."

" Is it? Well, that wouldn't be the first time that the world has called progress madness. " Maggie Walsh comes over to Giles, touching his arm. " When the Wright Brothers first attempted flight, they were considered mad. Newtonian physicists looked upon Einstein as an eccentric when he proposed the General Theory of Relativity. Galileo was branded a heretic, when he went against accepted custom and proposed the motion of the planets around the sun. Visionaries are often thought to be mad in their times; only history can prove them right."

" Look at the human race, Giles. It's weak, disease ridden and frankly, it has no future. Not as it is. All I'm doing is trying to preserve it in a better form; find the leap to evolve it beyond its current limitations. I want to create a new race of beings infused with new possibilities. One attuned to its environment, one that is enhanced in its physical, emotional and psychological capabilities. Call it what you will, Rupert, but in the end, it'll be a superior race of beings that replaces the outmoded Homo sapiens. A race of beings free from disease, emotional conflicts and weakness. One that is fit to dominate this planet while not destroying it."

" A … master race?" Giles asks acerbically.

" Well, why not, Giles? Has the current primal race been much more than monkeys with tools? Look at the world they've been given; look at what they've done to it. Never mind the near genocidal elimination of various races by others 'superior' to their own. Never mind the near destruction of the ecological system by the human race. They are a cancer on the landscape… and what do we do with cancer? We cut it out, eliminate it."

Giles doesn't respond. He feels sick.

" What I want to do isn't eliminate so much, as improve. People frankly have been an ecological blight on this planet, because they haven't the capacity to know better. They use and destroy, then adapt to the changes. They don't learn, they react. They'll never be better than what they are now, and frankly, if things continue the way they're going, the planet won't survive them."

" My children will be programmed genetically to adapt to the environment, living within it rather than changing it to suit their wants and needs. They'll create, not destroy. They will supplant the current primal race, and eventually eliminate it. It won't happen overnight, but it will happen. They'll be stronger, faster, smarter than the current ' crop' of people, and will in time through attrition, and if need be, warfare, eliminate them. And then, " Dr. Walsh closes her eyes, her expression almost beatific, " only then will there be a paradise on earth. I won't live to see it, but I will be remembered for creating the possibility."

Giles has recoiled from her. He walks to the furthest distance he can get and still be in the office.

" This… what you're proposing, is sheer insanity." He looks at her intently, trying to see something of the scientist in her. He fails. " Do you realize what you're proposing? Creating a ' superior' race; followed by massive war and in your scenario, a global genocide. Are you even human? How can you think such thing?"

" Giles, " Dr. Walsh shakes her head, her expression sympathetic, " you still don't get it. You cling to the old ways, but it's a new age now. I'm so close to realizing my dreams. This generation of clones has been valuable in showing me my errors. The next will be better, so much better…"

" This generation? What does that mean?"

" You didn't think these subjects were the end product, did you? They are only alphas; prototypes for the ones to come. Of course, they've been valuable, and once I recycle them, and can study them, I'll have insight into what comes next."

" Recycle?" The pit of Giles' stomach starts to revolt, " you mean you're going to …?" he can't finish the sentence; the thought is too painful.

" Of course, Giles. They're like cells in a petri dish. You observe, collect the data from the experiment, catalogue it then end the experiment. Please, Giles, you're a scientist. You know how this works."

" These aren't a collection of cells. My god, they're human beings. You can't just kill human beings. That's beyond monstrous!"

" Giles, think. I programmed them, created their ' lives'. Without that, what are they? Nothing but a collection of cells grown into essentially, meat sacks and bones. They aren't real. They don't exist except as I created them!"

" I won't stand for this!" Giles shouts at her, losing his temper. " I'll stop you!"

" How, Giles? Remember how I found you? A discredited, washed up scientist, unable to secure a position in the scientific community. Who do you think will listen to you?" She shakes her head. " Even if you decide to ' tell on me', who's going to believe a fantastic story that you'll tell them. Anyway, " she returns to her seat, sitting down, " it might be moot, because this phase of the project seems to be coming to an end." She looks up at him, smiling, " I've been recalled to Washington. I suspect that funding for Project Moreau will be cut off."

She notices his expression, and her smile broadens. " Don't get too happy, Giles. Just because this project is ending, doesn't mean my work is over. Do you seriously believe that the United States is the only one interested in my research? There are plenty of countries lining up to throw money at me, if I'll produce the goods. Which I will. All the time, doing my own work." She leans back in her chair. " And even if that doesn't pan out, there are plenty of private sector firms that have shown considerable interest in my research." She puts her hands behind her head. " So, Giles, do your worst. Call Washington, tell them what I'm about. If they don't laugh you off the phone, it won't matter. I'll just find somewhere else to set up shop."

Giles, frustrated, walks to the door. His anger is starting to boil over, and he has too much to do to allow himself the luxury of telling her off, even if it would do any good. But he can't resist a parting shot. Stopping at the door, he turns.

" I'll stop you. I'll do whatever it takes to stop you."

" And you'll fail, Rupert. Just like you've failed in your life."

He doesn't reply, but a cold smile comes to his face. Dr. Walsh, not understanding, feels a tendril of fear in her gut. He starts to walk out the door, but she stops him

" What?" She asks.

" I just think the irony is lost on you."

" I don't understand," Maggie says, and she didn't.

" The name of your project is Moreau. "

" Yes, so?"

He doesn't say a word. He just turns and leaves, closing the door quietly behind him.

Dr. Walsh looks at the door briefly, her brow furrowed.

What the hell did he mean by that?

To be continued


	11. Chapter 11

**Title: Initiative**

disclamer: same as before. characters not mine they belong to Joss. there's also sex violence and other adult themes not fo young ones

feedback: of course, i'm begging here.

Initiative, Part 10

-1-

Plop.

Buffy watched as the lunch lady ladled some shapeless mass onto her lunch tray. It vaguely resembled macaroni and cheese, with something else inside it. Was it tuna… or chicken… or mystery meat? What was on the lunch menu for today? Oh yeah. " Noodle surprise." Hmmm… I probably don't want to know what the surprise is. She grabbed a gelatin, and some juice. Turning, she looked for a place to sit.

She didn't really want company today. She was still puzzling over Halloween, and the dream she had after. The welts had faded over the weekend; they were barely visible now. But the feeling of panic didn't.

The perennial question comes back to her. Why is this happening to me? What does it mean? Lost in her little world, she begins to toy with her food. Anything to distract her thoughts. Well, we've got all the basic food groups. Mound of green, orange yellow glop, then the kind of tan grayish thing called Noodle surprise. She sticks a fork in it. It stands straight up, not moving. That can't be good.

"I think you can eat it now. It looks dead."

Buffy looks up in surprise to the mischievous green eyes of Willow. She is looking down at Buffy, an eyebrow arched, a warm and slightly amused smile on her face. Buffy looks at her, cocking her head to the side. Something's different about her. Something's changed. It's… I can't quite pin it down… but there's something new there.

"Can I sit down now? Or did you want to be alone with your kill?" Willow's eyes seem to be dancing with merriment.

"Huh? Oh sure, sit" Buffy indicates the chair next to her." Since when did you need permission to sit?"

"Oh, I dunno," Willow said in a sing song voice, sitting next to Buffy. "You two looked so… intense. I didn't want to break the intimacy."

"Well, aren't we Ms. Full- of- Ourselves today?" Buffy playfully chides Willow, her expression amused and a little bemused at the same time. " What's the sitch?"

"No sitch, " Willow dips her fork into the noodle surprise, taking a bite. Her expression changes to one of unpleasant surprise, and she quickly brushes the mound away from her other food. "Don't eat that … it's really… gag!" She quickly drinks some juice to rid the taste of the food from her mouth. "I think I know what they did with the left over mortar when they were fixing the wall last week." She frowns at the lunch in front of her. " Are they trying to kill us around here?"

"Willow!" Buffy exclaims.

" What?"

"I've never seen you so… so… " Buffy thinks hard," I dunno, but … I like it!"

Willow seems to preen on the praise, and gently punches Buffy's arm. "Hey, thanks Buff." She smiles her megawatt totally charming Willowosity smile.

"You're glowing! Oh my god, you're glowing!" Buffy crows. " Something happened over the weekend. I know it. What happened?"

Willow pretends to concentrate on her food, swirling the mass of green around with her fork. " Gee, Buffy… could you speak up a little louder? I don't think the lunch lady heard you!"

"Sorry, " Buffy blushes when she notices the tables around her seem to have turned to look at them " Hey, don't you got something else to look at?" She growls.

The other diners go back to their own conversations.

"Sorry, " Buffy says in a much lower voice, " but something happened this weekend, I know it. So spill."

"Nothing happened, " Willow still doesn't look at her, not directly. But a little knowing smile pulls at the corners of her mouth, and she looks out of the corner of her eyes at Buffy.

Buffy looks at her friend, puzzled. She knows something happened. She'd bet her life on it. Then it hits her, like a ton of bricks. Her eyes go wide.

"You little vixen. You and Faith… you two… you…" Buffy is grinning broadly now. " You did it, didn't you?"

"it?" Willow bats her eyes innocently, and teasingly.

"You know what I mean… you did IT, didn't you?" Buffy reaches over, and pinches Willow's side.

"HEY!" Willow protests, slapping at Buffy's hand. " Stop it!"

" ' Fess up." Buffy pinches her again. " I won't stop til you do!"

"Cut it out, Buffy!" Willow sounds mildly annoyed. Then she laughs. " Well, if you're going to torture me…" She blushes, and her smile turns shy. " Yeah. We… oh yeah."

" Really?" Buffy seems almost as pleased as Willow. " That's so cool!" She hugs Willow.

You'd think I'd won the lottery, Willow is a little surprised at Buffy's display. She thinks about making love to Faith, and her smile gets a little sappy. Well, I guess I did.

" So tell me, how was it?" Buffy whispers conspiratorially. " Details, girl." She sees Willow's embarrassment. " I don't mean blow by blow commentary, but hey, at least the outline, you know? I mean, was it like…?"

" It was… great, " Willow's voice catches the excitement. She briefly explains what happened Friday night/ Saturday morning, editing details about Faith's uniqueness. She glosses over the lovemaking part.

Buffy seems fascinated. " Wow"

Willow agrees. " Wow". Her tone is almost a reverent whisper.

" So, you kind of turned into your costume? I mean, you turned into a hooker?"

" Yeah, it was totally weird. We were like going through my house… and then suddenly, I didn't remember it was my house, and I was like trying to charge Faith to have sex!" Willow giggles. " You should've seen the look on Faith's face."

" You remember that?" Buffy asks.

" Oh yeah, weird, huh? But then I must've fainted, because next thing I remember is waking up in my bed. Myself again. And Faith was gone!" Willow decides it's easier not to tell Buffy that Faith knocked her out to keep her quiet.

" Gone? Where did she go?"

" I dunno, I was out, remember?" Willow says. " But I got up, and looked out the window, and Faith was standing in the yard, looking up at my window. It was weird, " Willow recalls , " She looked… scared."

" Scared?" Buffy asks, surprised. " Faith?"

" Yeah. She was standing there, looking a little lost. Like she didn't know what she wanted to do. So I went down to her."

" Doesn't sound like her at all, " Buffy muses. " I mean, the Faith I've seen always seems to know exactly what she wants… and isn't afraid to tell you, either!"

Willow is on the horns of a dilemma. She looks at Buffy, her best friend, and tries to scope her out. She wants to tell her about Faith, and her … specialness, but is afraid that Buffy will A) think Willow's nuts. B) think Willow isn't nuts, but is lying to her, or C). be totally wigged. She loves Buffy like a sister, but she's afraid that Buffy will just won't believe her. And this is supposed to be secret. Can she trust Buffy to keep it a secret?  
Willow! Shame! This is Buffy! Of course she'll keep it a secret. You told Cordy, and she didn't blab it around, did she? God, what're you thinking?

" Buffy?"

" Yeah, Will?"

" I want to tell you something, but you've got to promise you'll never tell anyone else. Promise?"

" Of course, Will!" Buffy swears.

" Pinkie swear" Willow holds out her hand, pinkie extended.

" Huh? What, are we like twelve?"

" Buffy!" Willow's face settles into her resolve face. " Pinkie swear, or it's no go!"

" Oh, geeze, " Buffy rolls her eyes, but she holds out her hand, pinkie extended. They hook pinkies, and pull til it breaks, both saying " pinkie swear".

" Ok, will, now that we've made idiots out of ourselves, what's this about, anyway?"

Willow gestures for Buffy to lean closer. Buffy does, feeling foolish. Willow whispers into Buffy's ear. Buffy's eyes go wide, and she stares at her best friend like she's grown a second head… and both have 3 eyes. She stands up suddenly, almost knocking her chair over in the process.

" WHAT? FAITH HAS A WHAT?"

That does it. The lunchroom goes silent, everyone looking at them. Willow wants to sink into the floor.

" God, Buffy!" Willow hisses, rising . She grabs Buffy and drags her after her. Everybody watches as they exit to the outside.

Willow, nearly fuming, drags Buffy to an isolated spot on campus, under a shade tree. She plops Buffy down, but stands over her.

" Ok, Buffy. Exactly what part of ' secret' didn't you get? Could you have said that any louder?"

" I'm sorry, " Buffy grouses, her arm a little sore from Willow's tugging. " But what did you expect? You don't exactly spring something like that on someone and expect " la la la" like nothing happened!"

" Well, excuse me for expecting a little discretion!" Willow grumbles back. " If this somehow gets back to Faith…"

" What? I didn't yell out that she had a penis or nothing, " Buffy mutters. " Anyway, I think you're lying to me!"

" Buffy Anne Summers! When did I ever lie to you?" Willow catches Buffy's look. " Ok, about anything important, anyway?"

" I think you're playing a joke on me, " Buffy gripes. " I know you think I'm kinda stupid, being a blonde and all. And not being all Einsteiny like you, but even I know girls just don't have penisesessss… pensesss? Peni?"

" C'mon, Buffy. Think. Would I lie about something this obvious?"

" You might. If you thought I'd fall for it." Buffy sees Willow's expression, and backpedals. " Ok, ok. But maybe you're wrong? Maybe it… well, I read somewhere that some women have really big clitorises…"

" Buff, I might not be too experienced, " Willow conveniently decides not to let her friend know she remembers everything about being a hooker, " But what girl would have a clit this long?" She holds her hands apart, " and this thick?" She makes a circle with her thumb and forefinger.

Buffy's eyes nearly pop out of her head.

" God, Will. She's …she's bigger… than Angel!" the girls look at each other, and giggle. Then Buffy sobers up and her expression grows doubtful. " I'm sorry, Will. I'm just not buying it. I mean… c'mon. No girl has a penis, or she's not a girl. Kinda fact of biology. You should know that one!"

" Look, Buffy, I can't explain it. All I know is what I saw… and felt."

" Well, Willow, did you ever figure that Faith might really be named Frank?"

"Huh? No, of course not. Geeze, Buffy, Faith isn't a cross dresser or anything. Geeze, except for the penis, she's all girl."

" Well, they've got hormones now, and surgery and all that stuff…"

" Buffy, she's a she. She didn't even have the penis before she met me. She told me that!"

" And you believe her … why?" Buffy inquires.

" God," Willow shakes her head, angrily, " I swear, you're just like Cordelia. She was the same way when I told her…" the sudden silence tells Willow she goofed. The look on Buffy's face tells her it's a major goof. " Ooops, Did I forget to mention that?" Gulp!

" You. told. Cordelia?" Buffy's tone is stone cold. " You told Cordelia… before you told me?" Buffy is sitting ramrod straight. Her arms are crossed over her chest, and her mouth is a tight thin line on her face. Her eyes are slightly hard.

" Yeah, " Willow almost whispers, realizing she's hurt her best friend. " But honestly, I didn't mean to. It was an accident!"

" An accident?" Buffy looks at her skeptically, " you were just sitting around chatting and it just popped out?" ' Gee, Willow, nice weather we're having.' ' You bet. Nice and sunny. Faith has a penis'. Like that?"

" No, of course not. This was right after Faith kind of stepped in and rescued Cordy from Xander." Willow goes on to explain about Cordy showing up at her house, and telling her about her dreams, and how she blurted out about Faith to make Cordy feel better, and Cordy's disbelief, and all the rest.

Buffy just looks at her, shaking her head. " I guess I see how it happened. But you didn't even bother to tell me sooner, did you. Like right after you told Cordy? No, you just keep it a secret from me. I'm your best friend, Will. I wouldn't tell anyone about this. But I guess you don't believe that, do you? I guess I can see what being your best friend is worth, can't I?"

" Buffy, please, don't take it this way…" Willow pleads with her.

" How am I supposed to take it, Will? You just showed me you trust Cordelia with something like this more than you trust me. That really hurts, Will. Don't you get that?" She looks at Willow, and waves her hand. " Guess not, huh? Go on, go tell your new best friend about your date with Faith. I mean, don't you want to?" She turns her back on Willow.

" You didn't hear?" Willow says, surprised.

" Hear what? Oh, are you talking to me? I thought you'd be over with Cordy by now…"

" Cordelia's missing, Buffy. She hasn't been seen since Friday night. " Oz, too. Faith is kind of worried about him. He never goes missing like this."

" WHAT? Geeze, am I like last to know anything?" Buffy almost explodes. " Were you ever planning on telling me this?"

" Buffy, I thought you knew."

Buffy gets up, brushing herself off. " C'mon, we better go find Giles. See if we can help find them." Buffy takes off, walking quickly towards the school buildings.

Willow runs after her, calling out, " Buffy wait up. Slow down, please!"

Buffy stops, letting Willow catch up.

" Thanks, Buffy."

Buffy turns to her, frowning. " This doesn't make it right, you know. I'm still hurt. You hurt me, Willow. Just right now, there are more important things to worry about." She sees Willow about to speak, and waves it off. " Don't even." She takes off quickly.

Willow, feeling like she's lost her last friend, follows quickly behind.

-2-

"… yes, I understand, Mrs. Chase." Rupert Giles says into the phone. He brushes a hand through his hair, nervously.

" Yes, we've got people out looking for her. We're combing the area searching for any trace of Cordelia. Yes… yes. Have you heard from anyone, Mrs. Chase? Anyone asking for ransom?"

" I see, nothing like that, " Giles ponders for a minute. " Mrs. Chase, please don't take this the wrong way, but is everything ok at home right now?" He holds the phone away from his ear. " No, Mrs. Chase. I'm not saying you're a bad mother. I'm just … sometimes, children Cordelia's age can feel enormous pressures. No, I'm not accusing you of putting undue pressure on her. It's natural for adolescents to feel this pressure. Sometimes, they just need to get away, to think. Is there anyone she might go to?" He listens for a minute. " I see, you've already checked with them. Yes, I do understand." He listens again, and replies, " of course we'll keep looking. We're all concerned about her. A fellow student, Daniel Osborne, has also gone missing…. No, I don't think they ran away together, I was just mentioning it… " He taps his fingers on the desk, the only sign he's feeling impatient. " Yes, if we see Daniel, we'll ask if he's seen her… yes… "

" Mrs. Chase, I need to ask you something, " Giles puts in when there's a break in the conversation. " I have some information… about Cordelia, yes, and about some other students here at Sunnydale High. This concerns the Rosenbergs and the Summers, also. Yes, it does have to do with the project. I was wondering. Could we meet with you and your husband after school lets out? I mean, myself, the Rosenbergs, and the Summers? Also, the children? And Angel, too. Yes. Today, if that's possible. Yes, I know you don't feel like company. But this isn't a party, Mrs. Chase. I think this information could be very helpful in finding Cordelia. Or at least, give us an idea of where she might be. " He pauses, waiting for an answer." Thank you, Mrs. Chase. It's very gracious of you." He listens as Mrs. Chase loses her cool, starting to cry. He can't help feeling some guilt for the pain she's experiencing. " No, no, it's quite alright, Mrs. Chase. I know you're worried. Yes, I promise, we're not going to give up looking for Cordelia. Good, I think that's a good idea. Get some rest. We'll see you this afternoon. No, please, Mrs. Chase. I only wish we could do more. Yes. Yes. Goodbye, Mrs. Chase."

Giles sits staring at the phone he's just put down, his whole body weary. He's hardly slept since Friday night. The weight of what he has to do is pressing down on him, and for a moment he wishes he that it would just go away. He leans on the desk, head in hands, and groans.

Why did I let it go on for so long? I should've put a halt to it before everything got out of hand. You know perfectly well why, Rupert. You were weak. You didn't want to lose the cushy job Maggie gave you, so like the good little boy you went along with her mad plan. Oh god, I didn't know how mad it was. She's totally insane. She's got to be stopped! She doesn't care about them. All they are to her are insects. Less than that. They're just like germs to her, something to be wiped out, and recreated until she gets what she wants. A super race. Oh god, oh god…

Giles lifts his head, his expression determined. It's not going to happen. Not if I can do anything about it! He reaches for the phone to call Joyce Summers just as it rings. He's startled, and picks it up with alacrity.

" Hello, this is Giles. Joyce? Hello, yes, I'm glad you called, I was just ready to call you, as a matter of fact. Yes, about Buffy, " He listens. " No…no, Buffy's ok, she's fine. She's in school, and I saw her earlier. She's fine… yes, I know you've been worried about her. The dreams, yes. I don't understand it either. The prescription Dr. Walsh gave her should have taken care of that." He listens carefully as Mrs. Summers speaks. " Angel? You think…no, Joyce, those marks weren't cause by external trauma. I examined them myself. Yes, I know I'm a behavioral scientist, but I have an M. D. Those welts are the result of a psychosomatic condition. Yes, I do believe it's related to her dreams." He listens patiently as Joyce Summers vents some more, then gently as possible interrupts. " Joyce, I have some information about Buffy of which you need to be informed. No, I'd really rather not tell you now, because this also involves the Chases and the Rosenbergs. Yes, Cordelia and Willow. No, we haven't found Cordelia yet, but we're still searching for her. Yes, I'll let you know when we do. But, right now, I'm having a meeting with the Chases at their residence after school, and I was wondering if you could come, also? Yes, it concerns Buffy. Yes… good, good. No, I haven't called the Rosenbergs yet, I was about to… would you? That would be helpful. Yes, at the Chases. Say 4 p.m. I'll inform Willow and Buffy to be there. Yes. Ok, good. I'll see you then, Joyce. Thank you again. Goodbye, Joyce."

Giles just sets down the phone, determined to find Willow and Buffy when the door to his office bursts open. Buffy, followed by Willow, run in.

Giles is beginning to get a little unnerved by the coincidences happening to him today.

" Buffy? Willow? What can I do for you?" Giles asks, motioning for them to sit.

" Giles! I just learned that Cordy and Oz are missing. Is that right?" Buffy gives Willow a pointed look.

" Yes, I fear it's so, Buffy, " Giles says. He doesn't mention that Oz is being held captive by the Initiative. Wouldn't matter, anyway.

" Why wasn't I told? Maybe I'd like to help find them, you know?" Buffy asks, a little petulantly. " It's too bad some people need to keep secrets about things around here."

Giles feels a stab of guilt. He then realizes that Buffy isn't referring to him. He looks at the two of them, and sees guilt written all over Willow's face. I wonder what happened between them.

" Actually, Buffy, it was my idea to keep the search quiet. We're afraid that Cordelia's been kidnapped, and we didn't want word to get out that we were searching for her. The only reason Willow was involved was because she was seen talking to Cordelia at the Halloween party… the last place anyone saw her. Otherwise, we haven't involved anyone."

" Oh, " Buffy says, suddenly feeling somewhat foolish. Then her anger flares up again. " Well, why wasn't I told, though? Remember, slayer here? Super strength, slayer sense. I could've looked discreetly… despite what some think. And hey, I could've checked the underground. It might be demons, you know…"

" There is no evidence that this is demon related, Buffy. I fear it's a more prosaic kidnapping for ransom. Something not in your job description. Let the police handle it. "

Buffy isn't quite ready to give up that bone, yet. " I could've helped. I know it, " she grumbles. " Seems like no one trusts me around here…"

" Buffy, please … I'm sorry about earlier…"

Buffy cuts her off with a glance. Willow looks down into her lap.

" Alright, what's going on between you two? You could cut the tension in here with a knife. Did you have an argument?"

" it's none of your business, Giles, " Buffy mutters.

" I… nothing," Willow decides against telling Giles.

Giles looks at the both of them, and sighs.

" I see. No one will tell me. Very well." He stands up, and feels like all the life has been drained from him. He leans on the desk, addressing both of them. " Well, whatever it is, get over it!"

Both girls look at him, shocked.

" Get over it? That's it? After what she did?" Buffy sounds more than a little huffy.

" What exactly did she do, Buffy?" Giles asks, his tone quiet, but with an undertone of steel. Buffy looks at him, surprised. " What? Did she hit on your boyfriend? Did she forget to tell you something? What is so earth shattering that you'll risk losing your best friend over, Buffy?"

" I… I… I…" Buffy is flabbergasted. She's never seen Giles like this.

" And you, Willow? Did you try to apologize to Buffy? Did you try to explain your actions?"

" Yes… I tried. I did… but she won't listen to me."

" Try harder. Isn't Buffy being your friend worth a little more effort?"

" She won't listen to me!" Willow blurts out.

" Buffy, stop being a stubborn fool and forgive Willow. Whatever it was isn't worth losing her as a friend." He looks at the both of them, his temper rising. " You both have no idea what's going on… what's coming down. You need each other more now than ever. Make it up, whatever it takes!"

Both girls glance at each other out of the corner of their eyes, but don't look directly at each other. Or at Giles, for that matter.

" I'm sorry, " Giles tone softens a little, " but if you both haven't noticed, things are a bit rough at the moment. The last thing anyone needs right now are you two fighting."

" Giles, what is it? What's wrong?" Buffy, picking up his mood, sounds worried.

" I'll explain everything at the meeting. I'm having a meeting with your parents, and with the Chases, at 4 p.m. today. It's at the Chase residence. I expect you to be there. Further, I want you, Buffy, to bring Angel, and Willow? Make sure Faith is there."

" Our parents?" Buffy asks, growing more worried.

" D-Did we d-do something wrong, G-Giles?" Willow, nervous, and starting to be afraid, stutters.

Giles looks at the two girls, seeing the concern and anxiety in their faces, and his heart melts. How could anyone think of these girls as … germs?

" No, you did nothing wrong, " Giles says, softly. " Nothing at all. It's just important that you be there. All of you. And it's more important than ever that you realize what you mean to each other." He sighs, feeling like he would love to drown his troubles in a few good bottles of single malt scotch. " Now, go to class before you're late."

" But, Giles…" Buffy starts.

" I'll explain at the meeting. Now go."

The girls, realizing that nothing more is forthcoming, turn and leave the office.

Descending the stairs from the upper tier of the library, they walk along, worried expressions clouding their faces. Buffy finally reaches out, and grabs Willow's arm.

" What do you suppose that was about?"

Willow, forgetting the fight, turns to her. " I don't know, Buff. But I'm scared. I've never seen Giles so…upset before. I didn't think he could get upset. Being British and all." Willow chews her lower lip nervously.

" I know what you mean. I'm… ok, I'm wigging."

They turn to each other, as they always seem to do when things get hinky.

" Can we stop being mad at each other now?" Buffy asks, brow furrowed.

" Please?" Willow replies. " Hug?"

" Please?"

They hug, clinging to each other.

-3-

4 p.m. at the Chase residence, the adults have assembled in the living room. The kids, however, are late. Giles looks worriedly at his watch. He is pacing back and forth on the top step of the broad stairs that lead down into the sunken living room. In a circle, are three couches. The Chases sit on the left sofa, while the Rosenbergs sit on the right. Somehow, Joyce has wound up in the center, alone.

" What exactly are we doing here, anyway, Giles?" Ira Rosenberg asks, getting up from his sofa. " You called us here to talk about the kids. But we're not doing anything but sitting around waiting. What's going on?"

" I'm waiting for Buffy and the rest to show up, " Giles says mildly, " I'd rather do this all at once, than repeat it over and over."

" That still doesn't explain what this is about, Giles, " Ira looks perturbed. " Joyce called Sheila on the phone, sounding all out of sorts and excited. So we're here, but I still don't get it. The kids seem fine. Why the meeting?"

" Fine?" Stanton Chase says, standing up, " Cordelia is missing Ira. How ' fine' is that? I want to know what Giles is doing to find our daughter!"

" We've spread out the search pattern, Stanton. We've gone beyond Sunnydale, searching nearby towns and communities, looking for her."

" If anything, anything, has happened to Cordelia, I will use everything in my power to shut down this project…" Stanton's face turns red.

" Stanton, please, that's not helping, " Amelia Chase stands, touching his arm. Stanton sits down, but is obvious on the edge of furious. " Mr. Giles, you did say you had more information that might help locate Cordelia. Couldn't we have that now?"

" It relates to the other information, Amelia. It's best we do this all at once. I promise, it'll all be clear soon."

" How soon, Giles?" Ira asks, his impatience clear, " I don't plan on staying here forever waiting for this circus to begin."

Joyce Summers, from her vantage point between the other parents, watches as they argue with Giles. She wonders if she should get up and voice her own concerns, but from what she's seeing, it's pointless. Giles won't begin until the children are here. And frankly, that's Joyce's main worry. Buffy, and what's happening to her.

She's been off since that Halloween party Friday night. I know she's been having the dreams again, I saw the welts on her arms when she didn't see me looking. God, my poor baby. What's happening to her? What's this all about, anyway? Is the psychosomatic reaction something to do with the trauma she experienced? Maybe her dreams are deep memories, trying to surface. Shouldn't we be helping her to remember? Maybe then she could deal with it, and move on. I don't know, I just don't know. All I know is Buffy is upset and hurting, and I really don't like it!

Willow, Faith at her side, walks up to the gate surrounding the Chase estate. She walks over to press the intercom.

" You sure this is the right place?" Faith looks around, a little awe showing in her face." Places like this usually make me go 'round the side entrance, and maybe delouse before I go in," Faith shakes her head, " Iffen I'd known Cordelia was this rich, I woulda hit her up for money long ago!" Faith jokes to cover her nervousness. She sees Willow's irritated expression, and throws up her hands. " Sorry!"

" Knock it off, Faith. Cordy's been missing since Friday night. No one knows where she is… she might be hurt, or worse…"

" Yeah, so has Oz. Funny how no one but me seems to give a damn, " Faith says, defensively. " But then, he's not rollin' in it, is he?"

" Faith, honey, I'm sorry, " Willow comes over, and drapes her arm across Faith's shoulders. " I'm just all edgy. I'm scared. I don't know what this is all about."

" I know, I know baby, " Faith says, hugging her back," stupid joke, I know. I'm just trying to lighten it up a bit. God, I'm really wigging over Oz. He never just takes off without letting someone know where he is. And Veruca doing a Houdini too isn't exactly a tonic. Shit, I bet she has something to do with all this crap. I don't like her one bit. She's evil!"

" it'll be ok, baby, we'll find him." Willow tries to sooth Faith's worries. " God, why don't they answer?" She presses the intercom button again.

The gate starts to slowly swing open. Faith and Willow go through it, and are just inside when Faith grabs Willow, pulling her off the driveway.

" What? Willow is startled. She almost screams when a car, the windows nearly blacked out, practically runs over them rushing up the driveway.

" HEY! WATCH OUT, RUDE-O!" Willow, angry and scared, yells after the disappearing car. She's shaking from fright. Faith hugs her.

" What the hell was their problem?" She grouses, as the walk up the driveway.

" Dunno. Party crashers?" Faith shakes her head.

They catch up to the car, which is parked right by the front door of the Chase mansion. Faith, already angry over Oz, and upset about nearly getting run over, disengages from Willow and stalks over to the car.

" I'm gonna give that S.O.B. something to think about, " Faith growls, approaching the car.

Willow, getting a better look at the car, calls out. " Faith, wait, I think that's…"

The doors of the car suddenly burst open, and a figure covered in a blanket runs towards the front door. Without ceremony, it opens the front door to the Chase mansion, slamming the door after. Out of the passenger side, Buffy emerges, looking a little worse for wear. She sees Faith approaching.

"… Angel's car, " Willow finishes. She moves to join Faith, who's stopped near Buffy.

" What the hell is wrong with Angel?" Faith is yelling at Buffy, who a little surprised, is just standing there, taking it. " He nearly ran us over back there! Shit, what's his deal?"

" Chill out, Faith, " Buffy comes back, getting a little irritated. " Had to get through that gate before it closed. Didn't mean to scare you two."

" Well you did, and you almost flattened Red."

" Hey, Will, sorry for the fright."

" Hey, Buff. No big."

" No big? That moron nearly made us road pancakes, and you say no big?" Faith is fuming.

" Faith, honey, calm down. Everybody's ok…"

" Faith, sorry 'bout that, but I couldn't exactly roll down the window and press the button. Not unless I wanted extra crispy Kentucky Fried boyfriend sitting next to me."

" Haven't you ever heard of a horn? Coulda warned us, at least."

" Sorry, Faith. Didn't think of it. Geeze."

" Yeah, whole lotta that going on around here, " Faith, disgusted, storms off towards the front door.

" What's her trauma?" Buffy watches Faith stomp off, shaking her head.

" Well, you guy nearly did make us road art back there, " Willow defends Faith, " and she's pretty upset about Oz."

" What's wrong with Oz?" Buffy asks, confused.

" He's been missing since Friday, like Cordy."

" Oh man, I didn't know. Poor Faith," Buffy says," I'll make nice with her, promise."

" Yeah," Willow replies, sounding depressed.

" Hey, what's the what, Will?" Buffy comes over, " At least now we're gonna find out what all the cloak and dagger's about."

" Maybe, but I'm not liking this, Buffy. All the stealthy is making me wig, " Willow turns towards the front door, frowning, " I got a bad feeling 'bout all this."

" I'm not exactly doing cartwheels here either, Will. But better we know what's going on, than just sitting around like lumps worrying." Buffy is putting on a braver face than she feels, however." Angel's all nervy, and Faith… whew… I don't wanna get in her way. Up to us to keep cool, ok?"

" I guess."

" Look, Will. No matter what, we're buds. Forever. Ok? No matter what the sitch is? We'll get through it. All of us."

" I hope so, Buffy." Willow says, not sounding convinced.

" We will. Promise." Buffy starts up the steps. " We better get inside."

" Yeah, " Willow says. She hurries to follow Buffy inside.

So why do I feel this way?

-4-

" Liar!"

The words were spoken softly, but the fury in her eyes fairly shouted to them in the room.

" Buffy, please let us try to explain…" Giles starts towards her, but ducks when a tossed file folder just misses hitting his head.

" How can you do this? How can you stand there, and pretend to care about me; about us, and do this?" She yells at him.

The dynamic in the room has changed. The group consisting of Buffy, Willow, Faith and Angel seem to have almost unconsciously gathered together, while trying to move away from the adults who up to now have claimed to have loved them.

" You saw what we were going through, and you did nothing… said nothing!" Buffy addresses this to Joyce, who looks shrunken and alone in the center sofa where she sits. " You pretended to be my mother. And … and you knew I was hurting… and you watched me… and you didn't even care… I was… god, I wasn't anything to you." Buffy wants to hit something, hurt something like she's hurting right now.

" Buffy, honey, please, " Joyce stands, wanting to go to her 'daughter', but seeing the hurt and fury in her eyes, stays frozen in place." I didn't know about this before now, today. I was told this was to reintegrate you into society, because you'd suffered a traumatic loss. You suffered amnesia, and the memories were replaced so you could live a more normal, happier life. At first, I didn't know what to feel, but I do now, I have known for a long time. You're my daughter, my baby, no matter what. I love you, Buffy, I do!"

" I thought you were my mom and dad," Willow looks at the strangers who until today, were her parents. " When you were distant from me, I just thought that was you. That you loved me the best you could. And I loved you back, you were my mom and dad. But that's just a lie, isn't it. You don't love me, you don' t care about me. It's all a fake. You pretended to love me, because you were paid to do it." She looks at them, her eyes nearly overflowing with tears. " All of it's fake, what I know, what I feel, isn't it? A joke. God a big fat joke on me."

" Love me? How can you love me?" Buffy almost spits at Joyce, " you don't even know me. I don't even know me, what I am… except I'm a freak, some kind of freak." Buffy's face reflects her fury. " Love me? That's a joke. Well, I'm telling you now. You're nothing… I don't know you… but your nothing to me!"

" Willow, don't say that, " Ira Rosenberg stands, walking to his 'daughter'. She backs way, wind milling her arms to keep him from touching her. " We… you're mother and me… we love you."

" You're not my parents. You're strangers. I'm some kind of freak, a monster…" She glares at her parents, then turns and glares at Giles. " But who's really the monsters here? Us, the freaks, the clones? Or you.. .the supposed humans, the ones who did this to us. Was it funny? Did you get a big hearty chuckle out of it?" The tears that have been threatening finally spill over, and she starts to cry.

Willow turns to Buffy, looking at her. " I don't know you." She turns to Angel, and repeats. " I don't know you." She turns to Faith, and her heart really starts to break, " God, I don't even know YOU." Overwhelmed, she sits in the middle of the room, rocking back and forth, and crying.

Buffy, aching herself, tries to go to her, kneeling beside her. Willow just pushes her away, mumbling over and over, " I don't know you, I don't know anyone. I don't know."

Buffy stands there, alone in the crowd. Trying to deal with what she is, what it means, who these strangers she thought she knew really are. And Willow, her best friend. She feels that, but is it real? Is any of it real? She just doesn't know. She wants to comfort Willow, sitting there, crying. But how can she? All she thought she knew, everything she believed, has been stripped away. She lowers her head, feeling empty.

Everyone looks up however, when a large crash comes from the back of the room. Faith is standing there, by a pile of pottery that used to be a vase. Her expression is hard.

" That's a 10,000 dollar vase you just broke," Stanton Chase yells at her.

" Tough, rich boy. That's pocket change to you, " Faith growls. She looks at the assembled group.

" This…" She holds up her file, waving it. " This is crap. It means nothing." She tosses it, hitting something and knocking it over. It crashes to the floor. " It's just words on paper. " I don't give a rat's ass what it says. Maybe cuz I already knew what I am. I'm a fucking freak. Newsflash! I don't care! It says who I am, what I feel has been ' programmed ' into me? Well, what the hell does that mean, anyway? Don't we ' program' ourselves to love, to care about people, all that junk? All I know is what I feel, feels real to me." She strides over to Willow, and everyone takes a step back, knowing if they didn't she'll knock them out of the way. She kneels by the weeping Willow, and puts her hand on her shoulders.

" Look at me, Red, " Faith says softly. Willow doesn't, she looks down, shaking her head. " Red, look at me!" Willow looks up, her face covered in tears. " What do you feel? Who am I? What do you see?"

" I dunno… I dunno, " her lip trembles, her eyes scared. " I don't know you."

" That's crap, Red. Look at me!" Faith barks at her. Willow, stunned, looks at her again. " What do you see when you look at me?"

" I see… I see… your eyes… how beautiful they are… and your face…and your nose, your cute little nose… and your lips… and I see you looking at me… and I … I… oh god… do you love me, really?"

" Look at me, Red. Do you really gotta ask me that?" Faith says, her tone gentle.

Willow barely, almost imperceptibly, shakes her head. Faith gathers her close.

" Don't care why I do, I just know I love you. " She holds Willow tight to herself.

After a few moments, she raises Willow up, and she stands, looking at Giles.

" Don't care what you say, any of you. I know what I feel. I feel angry, because of what you've done to me, to her, " indicating Willow, " to all of us. And I'm really pissed because you've got my cousin locked away. I'm getting him the fuck out of there." She looks at Willow. " then I'm getting my ass the farthest away from here I can…" she whispers to Willow, " Will you come with?"

" Do you really gotta ask me that?" Willow smiles at her, shyly.

" So, who's gonna help me?" She looks around the room.

Everyone looks uneasy. Especially Buffy and Angel. Right now, they're trying to come to terms with what and who they are. The silence is deafening.

" I'll help you, baby, " Willow says, pulling closer to Faith.

"Thank you, Red, " Faith smiles at her. " No one else?"

The silence goes on.

" Faith, think. Do you have any idea how heavily guarded the Initiative building is? Do you even know where he is inside of it?" Giles asks her, " even if you get in, how will you find him?"

" I don't care, Giles! That's my cousin in there… I'm not gonna let you make some kind of lab rat out of him."

" Did you even read your file, Faith? He's not your cousin. That's just a made up story to explain your presence in Sunnydale. He's nothing to you."

" Fuck you, Giles. I feel it, here," Faith points at her heart, " I don't care what your papers say. I read that, but I know what I know, and I know Oz is my cousin. And I'm getting him out, with or without any help." She glares around the room.

" I'll help you, Faith," a voice pipes up from an unexpected quarter. Joyce Summers moves over to Faith. " I don't know what I can do, but give me a bat and I'll swing it at the guards. If that's ok with you."

" Mrs. Summers? I… you don't have to…" Faith is stunned.

" No! You can't do that! You'll get killed!" Buffy breaks through, moving to Joyce. " Don't be an idiot. You can't do this!"

" Buffy, if you hate me, what does it matter?" She looks at the girl she's come to think of as her flesh and blood. " What they … we ... did was wrong, I see that. I've got to help, make up for what we did."

" Mrs. Summers? I really appreciate it but…"

" What? All of a sudden you don't need help, Faith? Ok, I know I'm just an old mom, but I can fight, too. Just give me the chance!"

Faith is really moved. " I'm sorry, of course you're welcome to help if you really want to."

" Thank you, Faith."

" NO!" Buffy is standing alone, her face red with anger. " I won't let you do it! You can't get killed doing something stupid like that…"

" Buffy," Angel pulls on her arm.

" No, Angel! I won't let her die because she thinks she has to prove something to me!"

" Buffy, I'm on your side, " Angel says quietly. " Mrs. Summers, Buffy and I will help Faith. You stay home, out of danger."

" I'm helping Faith, get used to it, Buffy." Joyce says stubbornly.

" I won't let you!" Buffy comes over and confronts Joyce.

" Buffy, as you're so fond of saying, you're not the boss of me, " Joyce folds her arms across her chest. " I'm an adult, I can do what I want."

" Faith, you can't let her do this!" Buffy whirls on Faith.

" Buffy, why not? " Joyce asks, " After all, I'm nothing to you, am I? Just a stranger."

" YOU'RE MY MOM AND I WON'T LET YOU DIE!" Buffy screams at her.

The room goes silent. Buffy stands there, red faced in anger and frustration, her fists tightly clenched. She starts to cry.

Willow breaks from Faith, going to comfort Buffy, but Joyce waves her off. She moves over to Buffy and enfolds her in her arms.

" Don't worry, baby. I'm not going to die." She caresses Buffy's back, soothing the young girl.

" I better make sure of that, then, " Giles speaks up. The group looks at him. " I can get hold of plans of the building. We'll have to plan out a strategy to get in and out. Fortunately, it seems Dr. Walsh has been recalled to Washington this week. It seems that the project might be terminated, and they're busy dismantling the place. Security will be lower than normal."

Faith glares at him. " I should trust you… why?"

" Because, Faith, in the end, I'm all you've got."

She looks at him, suspicion clear in her face and eyes. " Fine, let's figure this out. But if you give me any reason to not trust you, Giles…"

" … you'll tear my head off. I've got it, Faith, " Giles nods.

" Wait a minute!" Stanton Chase, who's been sitting quietly with his wife, speaks up. " What does all this have to do with finding Cordelia? You promised me we'd learn more about her whereabouts, Giles."

" I thought it was obvious, Stanton. If the initiative has Oz, it's most likely they're holding Cordelia prisoner too, for some reason. If we get Oz out, we can rescue her at the same time."

"What?" Faith looks at Giles with irritation. " You mean I have to get her out too? Damn!"

" Faith, " Willow starts in on her.

" God, I'm kidding. Of course we'll get her out, " Faith half grins. " Just if she starts playing Queen C, she's on her own!"

"Stanton, can we use your dining room table to start working out a strategy?" Giles asks Cordy's father.

He nods, and the group moves up the steps to the dining room.

Buffy hangs back, and Willow, noticing her, walks over to her.

"Hey, you ok?"

" Dunno, I feel icky, " Buffy holds her stomach. It rumbles. " And really hungry."

Willow's stomach rumbles in sympathy. " Yeah, me too. Didn't eat that goop they called lunch. I'm starving!"

" Wanna raid the fridge?" Buffy asks, looking at Willow.

" Think they'd mind?" Willow looks towards the dining room.

" Uhhh… who cares?"

" Good point!" Willow nods, and the two of them head for the kitchen.

Once in the kitchen, the pair make a beeline for the refrigerator. Opening it , the raiders look inside, deciding what they want.

" Oh geeze, stinky cheese!" Buffy makes a face at the slice of wrapped cheese in the fridge.

" Oooo… look, left over roast beast, " Willow makes a mewling sound. " Yummy." She grabs the platter, heading for the counter. " Sandwiches! Grab some stuff, Buffy. Don't forget the milk!"

Buffy turns , and starts getting the mayo, mustard and looks around for some cheese that isn't stinky. She reaches for it just as she hears a crash behind her.

" Will? What happened," She whirls around, seeing Willow on the floor, on her hands and knees.

" Buffy… " Willow gasps. She's sweating profusely. " I feel all hot… and weird.."

Buffy, startled by what she sees, drops the stuff she's carrying. She rushes over to Willow, kneeling beside her.

" Will? What's wrong? What is it?" Buffy obviously upset and concerned, reaches over to help Willow. Her hand touches her skin. God, she's burning up!

" Don't … know… oooohhhhh…" Willow groans, visibly shaking. " Hurts… god, it hurts." She turns her face to Buffy. She's deathly pale, and her eyes are dull and listless. Her hair is matted by perspiration.

" C'mon, Will. I gotta get you outta here. We gotta get you to a doctor… " Buffy tries to lift Willow, but she seems to be a lot heavier… and is wriggling around, resisting. " Stop it, Will. I need to…"

" Buffy… get out… go… something…" Willow's voice is deeper, and has an animal quality to it. " Go… get out… now…" Willow, on hands and knees, moves away from Buffy.

" Willow! Let me…." Buffy moves towards her, then stops, frozen in her tracks.

Before her eyes, Willow starts to change. Her body lengthens, and she seems to crouch closer to the floor. Her bones pop, making crackling sounds as they alter to another, and totally inhuman shape Her clothes rip away as transformation continues. Her body sprouts fine reddish colored hair, which grows long and thick before Buffy's eyes. She sprouts a tail, short like a bobcat's, and her hands thicken, changing into paws. Her ears become pointed, and her head changes shape.

The transformation complete, she growls, moving sinuously like the cat she is. Growling, she turns her face towards Buffy. Her eyes are still green, but slitted like a felines. She growls.

Buffy, having stood there stunned during the transformation, finally seems to wake up. The first thing she does is scream

And scream, and scream.

-5-

" Faith, you have to be a little patient, " Giles says.

Giles, Faith, and Angel are seated at the large dining room table, as are the Chases, the Rosenbergs, and Joyce Summers. The atmosphere is tense; already there is disagreement about plans and planning.

" Patient my ass, Giles. That… bitch has my cousin, and damned if I'm gonna wait around forever getting him out. Who knows what Dr. Frankenstein is doing to him right now?"

" Right now, " Giles looks at his watch, " Dr. Walsh is on a plane to Washington. So, she can't be 'doing' anything to him."

" Yeah, like I really believe you!" Faith growls at him, " anyway, what's to say that some flunky isn't turning him into Ozburger as were sittin' around here on our asses?"

" They wouldn't dare, because Dr. Walsh would have their hides, literally, if they even tried experiments without her approval." Giles, nervous, takes off his glasses, and cleans them. " For now, he's safe."

" Oh yeah, he's safe. Like we're safe, huh? What's to say she doesn't decide to just kill us all, when she gets back, huh?"

" She's right, you know, " Amelia Chase cuts in, " Right now our Cordy could be being tortured by that…"

She's interrupted by loud screams coming from another part of the house.

" Good lord! What's that?" Giles says, standing up.

"That's Buffy!" Angel and Joyce say almost simultaneously.

"It's coming from the kitchen," Stanton Chase, standing, points in the direction of the screams.

Angel, already on his feet, has a head start running towards the kitchen. He's followed closely by Joyce Summers, and the rest follow after her.

Faith, following Giles, looks for Willow. " Hey, where's Red?"

"I thought I saw her with Buffy, earlier…" Giles calls over his shoulder.

"SHIT!" Faith almost bowls Giles over, kicking in the speed. If anything's happened to her…

Bursting through the kitchen door, the first thing Angel sees is Buffy, standing in the middle of the room, screaming hysterically. He follows where she's looking, and if possible, goes paler.

"DAMN!" He cries.

On the counter, pacing back and forth is the largest wild feline he's ever seen. Dishes and small appliances have been knocked to the floor as it's cleared a path for it's pacing. Its ears are cocked, and it seems more confused and nervous than hostile.

Hearing Angel, it turns towards him. More in an attempt to get away from the shrill screaming that's hurting it's ears, than in attack, it leaps towards him, knocking him to the floor.

The next through the door are Faith, followed by Giles and Joyce. All three freeze.

"Oh, good lord, " Giles says, realizing what's happened. This shouldn't have happened! Why is it happening now?

The large cat, seeing the three, stares at them. Angel wisely is playing dead under it. If I don't move, maybe it'll get bored, he thinks, as the cat keeps him pinned down. It growls, and Angel feels its claws digging into him. Ok, that's not good!

"Faith. Slowly, back out of the room, and retrieve my bag from the front room."

"Screw that one, Giles. I'm not leaving until I know Red's ok. Where the hell is she, anyway?" Faith looks around, but doesn't see her. " IF that … thing ate her, I'm gonna make cat burgers out of it. Why the hell is it staring at me, anyway."

After giving Giles and Joyce a cursory glance, it seems to have fixated on Faith. It cocks its head, and leans out, as if to try to smell her.

Oh hell. It's recognized her. It realizes that Faith is familiar, but can't quite get why… wait, we might be able to use this.

"Faith. Don't move. It seems to… like you. Joyce?"

"Got it, Rupert. Get your bag from the living room, "Joyce says, slowly backing out of the room.

By this time, out of breath, Buffy has stopped screaming. Instead, wide eyed, she stares at the cat, who is still on Angel. She starts to move, trying to get to a vantage point from which she can leap on it. If I take it by surprise, maybe I can …

Giles sees what she's doing, and in a stage whisper, stops her. " Don't move. It won't attack Faith."

"Th-Th –that's…W-w-w…" Buffy stutters, still shocked by what she's seen.

"I know. Don't move!" Giles hisses.

The cat, wary, moves a step or two towards Faith.

"W-W-W- Wi…" Buffy stutters.

"What the fuck, Giles. Why is it staring like that at me?"

"W-Willow!" Buffy gets out.

"Huh?" Faith whisper to Giles. "What the hell is she talking about?"

Joyce has returned from the living room. She hands the bag to Giles. The cat, in the meantime, has completely left Angel, who still plays dead. The cat, suspicious of all the people gathered around, stops and sits. It still stares at Faith, trying to figure her out.

"Ok, this is just creepy. Why is it staring at me?"

"Willow, that's Willow" Buffy finally manages to get out.

"WHAT?"

The cat, startled, starts to leap. Giles has pulled a pistol from his bag, and aims it.

"Don't shoot it!" Buffy and Faith say in unison.

But Giles has already shot off two trank darts. They hit the cat, and it twists in midair, hitting Giles, who is knocked over by its weight. It tries to get up, but the tranks start to take effect, and it falls back down, pinning Giles underneath. Stunned by the fall and the weight of the cat, he groans.

"You killed her!" Faith, angry, looks like she's ready to kick Giles.

"No, Faith, wait, " Buffy says, coming up to her. " No noise. Trank darts. She's just out."

Angel lifts himself off the floor, looking at the tranquilized cat, and at Giles, pinned underneath.

"A little help here, please, " Giles says, waving his free arm.

Three rather unsympathetic faces surround him. " I dunno," Faith says," I vote, leave him there."

"Sounds good to me, " Buffy agrees, nodding her head.

"Got my vote, " Angel puts in. " That's Willow?" He turns to Buffy.

"Uh-huh, " Buffy says, still somewhat shaken. " She… got sick, and then… well… she started…"

"Don't be bloody pillocks. Just help me get out from under, " Giles gasps, the weight bearing down on his chest.

At that moment, they hear a noise similar to party poppers. Looking down, the all three gape in amazement.

The cat starts to change, the body shortening, and the fur starting to recede before their eyes. Before long, the cat has changed into a very unconscious and somewhat naked Willow.

"T-T-That… except in r-reverse" Buffy stutters.

Faith stands stunned. Until she saw it for herself, she was able to tell herself that Buffy was A) crazy or B) hallucinating. But she can't deny the evidence of her eyes. That cat… thing… turned into Willow. Her Willow. Her all too naked and everybody is staring at her Willow. Part of her wants to cover her, but she can't seem to move right now.

"Maybe we should carry her to a couch or something, " Angels looks at Willow, still trying to process what just happened. " She might be injured."

Angel and Buffy walk over and lift Willow off Giles.

"Oh, bloody brilliant. Now you decide to get her off of me, when she's 50 pounds lighter, and not trying to tear my head off." Giles, relieved of the weight, sits up. " I better examine her…"

" Excuse me?" Faith seems to have recovered the use of her voice, " examine her? A little pedophilia in the mix there, Giles?" Faith's voice is more than a little hostile. She walks over, staring down at him.

"I'm a doctor, Faith, " Giles says. He sees her expression, " a medical doctor. I want to be sure she's ok, that there's nothing wrong with her…"

"Nothing wrong with her?" Faith almost yells at him, " my girlfriend turned into huge panther like cat, and … you want to be sure there's nothing wrong with her? What the hell are you people playing at, anyway?"

Giles gets up, brushing himself off. " That isn't supposed to happen. It's an autonomous response to extreme stress or severe changes in the test subject. I don't know…"

"Good, Giles, just make us sound less and less human…" Faith turns away, so he can't see her face. She heads towards where Buffy and Angel carried Willow.

"Faith. Don't. Not now. You have to remain calm, especially now." Giles moves after her, reaching out and putting a hand on her shoulder.

"I'd like to calmly put my fist in your face, Giles," Faith mutters, shrugging him off and walking into the living room.

-6-

Willow is lying on the center couch, a blanket over her provided my Mrs. Chase. Angel and Buffy stand by the couch, looking awkward. The rest are scattered about the room, talking. Faith walks over, and stops, looking down on the unconscious girl. She wants to kneel by her, touch her, and try to see if she's ok. But something in her stops her. What she read before is finally hitting home. Who… what … are we? We aren't even human… if we all can do this… . The night of the Halloween party comes back to her, the pain she had. Was that what was happening to me? Was I gonna turn into some kind of … crap, why is this happening? Her whole world, everything she knew is spinning out of control. She feels lost and confused and mostly, scared. She hates these feelings.

Giles, recovering his bag from Joyce, moves over to where Willow is laying. Opening the bag, he removes a stethoscope, a small flashlight and some other instruments. He sets about doing a rudimentary examination of Willow.

Why did this happen now? This response is only triggered by major trauma or severe changes in her body chemistry. What happened to her to bring out the change?

"Buffy?" Giles looks up.

"Yeah?" Buffy is still freaking a little. " What?"

"You were with Willow in the kitchen. What happened to her?"

"Nothing. We were hungry. We didn't eat lunch, and we were just gonna snack on something. I was looking in the fridge, getting some condiments, when I heard a crash, and turned around, and Willow was on the floor, sweating and saying she felt awful… then…" she blanches, remembering what came next. "I didn't do anything to her, if that's what you're saying…" Her voice takes on a defensive tone.

"No, I didn't think you did. It's just that this sort of thing isn't supposed to happen to any of you…"

"Wait. You're saying… we could do that? Change into some kind of animal …" she remembers the Halloween party, how Angel changed. " Angel… that was you… the real you?" She shudders," I could… no… I don't believe this. It's another lie. It's…god, I've got to get out of here… you … goddamn you… what have you done to us?" She looks around at the group of adults, her face hard and bitter. "I hate you… all of you!"

Overwhelmed, everything being too much for her to deal with, Buffy runs out of the room. A door is heard to slam.

"Buffy?" Angel runs after her. He throws open the door, then fearfully steps back. The sun is streaming in the door. "Buffy, don't. Don't go!" He stares at her retreating form, wanting to follow. " Dammit!"

Joyce Summers walks up to him. "Go, go after her…"

"I can't…the sunlight." Angel stares at the pool of light so close to his feet.

"Angel," Joyce says gently, "you're not a vampire. The light can't hurt you."

He looks at her, blinking against the light. He tentatively sticks his hand in the shaft of light. It doesn't burn… it only feels warm. He looks at her questioningly.

"Go, catch her. She might get hurt, or hurt herself. Hurry up…" Joyce trails off.

Angel, still confused, runs out the door , after Buffy.

In the living room, Willow is starting to come around. Her eyes flutter, then open, looking up at the group surrounding her. She sees Giles withdrawing a needle from her arm.

"What?" She tries to sit up, but is hit by a wave of dizziness. She lies back down. "What happened to me?" She watches as Giles injects her blood into a vial. "Is that blood? My blood?"

"Ahhh… you're awake, good." Giles smile reassuringly at her. "Are you feeling alright?"

"What's going on? Last thing I remember Buffy and I were getting some stuff in the kitchen. Then I didn't feel so good… and now I'm here?" She suddenly realizes she's naked under the blanket. "Naked? How did I get naked?" She looks around at the group.

Everyone stands around, looking uncomfortable. No one will really look at her, and no one speaks up.

"What's the what? How did I get here, how did I get naked?"

"Giles," Faith whispers to Giles. "she doesn't remember?"

"Remember? Remember what?" Willow gawks at Faith, "what am I supposed to be remembering?"

"Nothing," Giles quickly intercedes." You had an accident, is all."

"Really?" She doesn't quite believe him, " why're you taking blood? Why are you acting like my doctor, anyway?" Again, she looks around, "Will someone tell me what's going on?"

"You just had a mishap in the kitchen, Willow," Giles puts the vial of blood in his valise, smiling at her. " You were overcome with dizziness and some nausea, and fainted." He stands up, "We're just making sure everything is well."

"Is that the truth?" Willow turns to Faith, not believing any of the adults. She catches Faith off-guard, and sees something in her expression that troubles her. "Well, is it?"

Faith doesn't answer. Willow reaches out to her, but Faith draws back a little.

"What?" She scrutinizes Faith, "what is it? Why… "

Faith can't take anymore. Seeing Willow change really upset everything she'd been clinging to. She needed to get out, now.

" I've gotta go. I'll be… I gotta go". She walks away, leaving a confused Willow behind.

" Faith?"

" I gotta go!" Faith leaves, the door slamming after her.

Willow sits on the couch, still feeling weak. She blinks her eyes, and her expression clearly paints her bewilderment. She looks up at the adults staring at her, and her confusion turns to anger.

"What did you do to her?" She almost hisses, "what did you do to us ?" She stands up, feeling as if her head is attached to her body by a string. " I … want some clothes." She states simply, " I want some clothes, then I want out … I … don't… want to be here, with you, anymore."

" It's ok, honey," Ira Rosenberg comes over to the couch, "we're done here, anyway. We'll take you home…"

" What home? I don't have a home, or parents, or a life, do I? I'm… something else… and right now, I don't want to be with you. Just get me some clothes and let me go. I wanna go … now!" She sees no one moving. " NOW!"

"Maybe Cordelia has something that'll fit her, " Amelia Chase, startled by Willow's vehemence, starts up the stairs.

The rest of the adults, seeing her close to breaking, retreat into the dining room.

Willow sits alone, wrapped in a blanket, looking down at her upturned palms.

She's tired of the lies.

She wants to do three things.

Dress.

Find Faith.

Find a life.

-7-

"I'm sorry," Faith says, sitting on one of the alcove couches, staring at the floor.

Somehow, the gang has managed to wind up at the bronze. They are sitting in one of the small alcoves, seeking some privacy.

They don't sit together. Faith and Willow are book-ending a couch, while Buffy sits in an armchair across from them. Angel, looking his usual morose and broody self, is on the other couch, alone.

"I changed into a…" Willow trails off, looking at Buffy and Angel in turn for confirmation. They nod, and Willow turns away from everyone, staring into the corner. " Geeze." She gazes at nothing, trying to get a handle on what's happening. She finally turns back, but only looks at Faith out of the corner of her eye. "I guess I can understand why you got freaked." She says it to the group, but means it for Faith.

A silence descends. Not the comfortable silence that is shared by friends; not the kind they would've shared just a day ago. It was the uncomfortable silence of strangers; all feel the tension, everyone is uneasy. No one knows what to say. They all pretend to listen to the band onstage, because it's a way to avoid each other.

"Good band," Angel says to no one. More to break the silence.

"Not as good as Oz," Faith says, frowning. "Damn, Oz." She leans back in the couch, and sighs. "I know he's not my cousin. It says so in that profile thingie. But I gotta get him outta there."

"We gotta get him outta there." Buffy declares quietly.

"Not your fight, B." Faith interjects.

"Not yours either, Faith," Angel sides with Buffy," Still, he's one of us, and we gotta get him before they turn him into goo… or something."

Faith is on her feet, hostility coming off her in waves. "Nobody asked for your help, Fang. Nobody wants it."

"Not a vampire, Faith. My 'host' just had a rare skin condition that was sensitive to sunlight, is all. So, drop all the stupid vamp jokes, ok?"

"Make me, tall, dark and tan-less," Faith gets up into Angel's face.

"Whatcha gonna do, Faith? Shoot him?" Buffy asks," I mean, isn't that why your host volunteered your DNA? She shot someone and was on death row?" Buffy gets between Faith and Angel." Some stupid strung out junkie looking for a fix, shoots the guy she mugs. Figures."

"Read my profile, did ya B? Read yours too. At least I wasn't some pyro cheerleader that burned down the gym and got caught in the fire. How pathetic is that?" She nearly spits at Buffy. " Loser."

"I killed myself," A lonely voice from the corner whispers. All of them turn to Willow, who is just sitting, looking small. " I had it all. Rhodes Scholar. Could've gone to any school I wanted to. Awards coming out my ears. Had an IQ of 183. My profile says I was a type A driven personality, a technical whiz. But I couldn't handle it, my mind cracked. I went up on a roof, and using a razor, and a bottle of alcohol, I killed myself. Said I cut myself up my arms…" Willow looks at her arms, almost clinically. "Wonder if it would hurt?"

"Will!" Buffy cried, going to her.

"Red, that's not you," Faith goes to her, kneeling by her." That was…someone else… not you."

"Why not? I mean, you all make fun of me being a ' big brain', know what I mean?" She looks at the two of them, "Feel like I'm always having to prove I'm not some nerd." Her face hardens," Anyway, what's the point? I mean, what kind of life do I have? I don't know shit about myself, except what that file says. All that I know, I believe? Just a fucking joke."

Faith looks shocked. "What I said, I meant, Red. I love you."

"How can you?" Willow looks at her sadly, "You don't even know who you are. How can you love me? It's a program, Faith. You were programmed to believe that. That doesn't make it real." She turns away. "None of this is real."

"Oh, for god's sake, stop feeling sorry for yourself," Angel says from his corner. "We're all in the same boat.

We don't know who the hell we are. We gotta figure that out."

Faith is up in a shot, striding over to Angel, grabbing him by the throat." What the hell's your problem? You want me to kill you?"

" Why not? You did it before, didn't you?"

"You son of a bitch!" Faith rears back, ready to drive her fist into Angel's face. She's blindsided by Buffy, who tackles her. They start rolling on the ground, punching, kicking and biting each other.

"I told you to back off, you stupid slut," Buffy growls. She grabs Faith's hair and pulls hard.

"What's wrong, Blondie? 'fraid I'm gonna bruise your pretty boy?" Faith bites her on the arm. " I'm sure you've given him a couple already!" She chuckles, " pretty sure you're butch in bed."

"Yeah, well, I hear you're pretty much all man yourself," Buffy sneers. " Whatta ya say, Faith? Wanna have a lil poke and prod with me? Seeing we're all family here." She wriggles under Faith.

"Fuck you, Buff. No wait…forget that. Who'd wanna?" Faith gets up, and turns on Willow . " You told her?" Her neck and ears start to turn pink.

"Uhhh… well, " Willow gulps.

"That was a secret, between you and me. And you told her ?" Faith is furious. "What part of 'secret' don't you get?"

" Leave her alone, Faith. We were best friends. Friends tell each other stuff. You might know that if you ever had one…"

Faith doesn't even hesitate. She whirls around, and lands a roundhouse haymaker on Buffy, who, surprised, doesn't defend . Buffy flies into Angel's arms, unconscious. Angel gently sets her on a couch, then turns back on Faith. His face is a mask of anger, and his fists are clenched.

"I'm so going to enjoy this," he said as he advances on her.

" C'mon, big boy? Think you're tough enough to take on a girl?" Faith taunts him, " We'll make a man outta you yet."

" STOP IT!" Willow screams.

Faith and Angel, as if they'd been slapped, turn towards Willow. She's on her feet, her face as red as her hair.

" What's wrong with you?" She yells at them, " this is exactly what they want. Us fighting. Makes it easy for them to control us if we don't stick together. Don't you get that?"

" What? You mean one for all and all that three musketeer crap?" Faith gets a cynical look on her face, " didn't you just tell me I couldn't know what was in my heart, because I didn't know who I was? So what's this about?"

" It's about us vs. them. They want to use us. Experiment on us, maybe. Who knows, maybe cut us open and play with our guts after. If we don't stand together, they're going to have a way easier time of it. Don't tell me you don't see that? I mean, what? Are we rats in a maze?"

"Shit, I dunno. They mixed animal in our genes. Maybe I'm just a big rat!" Faith turns away from her, back to Angel. "Who gives a fuck, anyway? I mean, you pretty much told me what I feel doesn't mean squat. So why do you care, anyway?" She faces off to Angel. " Come on, Prince of Gel, do your worst."

Angel, however has calmed down. He puts up his hands.

" She's right, Faith. I don't want to fight you. I want to … really, really want to kick their collective butts" He turns and goes to the prone form of Buffy lying on the couch.

"Well, aint you the studly man?" Faith sneers at him." What's wrong with you all? Chicken? Screw this. Screw you. I'm outta here. I'm gonna figure a way to bust Oz out myself, and then, blow this town and forget the bunch of you losers!" She storms out of the alcove.

Willow walks over to where Buffy is laying.

"How's she doing?" She asks quietly.

"She'll live. But she's going to have a nasty shiner. Faith can really punch" Angel says quietly, a little awed.

" Yeah, that's my Faith. Hit first, ask questions later," Willow sighs, looking down at Buffy. "Not real big on the patience."

" Buffy had it coming, " Angel admits, " that wasn't a very nice thing she said about Faith."

" Mmmm" Willow admits absently.

" Maybe you should go after her?" Angel asks gently.

" Don't think she really wants me to. I think she doesn't want me anywhere near her right now."

" Maybe not," Angel agrees, " but I think she really needs you to, right now. I think she needs you more than she realizes."

Almost as much as I need her. Willow nods, and leaves the alcove. She looks around, but Faith isn't anywhere to be seen. Where would she go? Then it hits her. She moves towards the exit, weaving through the crowd. She has to hurry before it's too late.

-8-

Faith leans against the alley wall. This is as far as she got. She needed to get outside, to regroup. Then she can continue on to Oz's, get her stuff, and figure out her next step.

She feels helpless, her whole world collapsing around her. Yesterday things were weird, and complicated, but she could deal. She felt she had some control over what happened to her, to her life. Now, it's like she's in a whirlwind, and can't find her way.

The tears come unbidden. Tears of anger, frustration, and mostly, hurt. Everything she's worked for is going to hell. Her whole life is a lie, a mockery. Her parents, the ones she remembers, probably don't even exist. Her cousin, or whatever he is, is missing. Even Willow, the woman she really loves, or believes she does, doesn't want her anymore. That's how it all appears. She's alone. All alone. The hurt is overwhelming, and she slides down the wall, the sobs beginning to shake through her body. Her fists hit the brick wall in impotent rage, hating everything , wanting to hurt something.

Willow in her hurry to catch Faith almost misses her. It's the sobs that stop her in her tracks. In the shadows, she sees Faith sitting on her butt, crying quietly, shaking with sobs.

Despite what she's learned, despite her own fears, and doubts, seeing Faith sitting alone crying breaks her heart. She moves towards Faith quietly, so not to startle her.

What neither realize is that the attraction they initially felt was programmed. The feelings, the intimacy, that was real. Something they developed between them, getting to know each other. What they feel, is very real.

"Faith?" Willow says gently.

" Go 'way" Faith , a little startled, quickly tries to rub away the tears. " Can't you people just leave me the fuck alone?"

"Sorry, sorry," Willow put up her hands. " I didn't come out to bug you. I just needed some air, and saw you here. But… I really just wanted to look at the stars." Willow looks up at the night sky.

" Are you nuts? You can't see jack from here."

" I can see some. And it makes me feel better sometimes just to look at them."

They lapse into silence. Willow looking up at the sky, Faith just sitting, staring into space.

" See that one?" Willow points at the sky.

" Huh?"

" That constellation?"

" What the … geeze," Faith gets up on her feet, looking up. " Yeah, I guess."

" That's Cassiopeia." Willow smiles. " I always like to find her."

" Whatever," Faith grunts.

" Do you know the story of Cassiopeia?" Willow asks.

" No," and her tone implies, don't really want to, either.

Willow ignores her tone. " Cassiopeia was the queen of Ethiopia. Her daughter was Andromeda. She was rather vain and foolish. She claimed she and her daughter were the most beautiful creatures in the world. She even claimed that Andromeda was fairer than the sea nymphs of Poseidon. Well, Hera, wife of Zeus overheard her, and wanting to punish her vanity, went to Poseidon.

"Poseidon sent a sea monster to attack Ethiopia. The King, Cassiopeia's husband, consulted the oracles. They told him of Cassiopeia's foolishness, and that the only way to appease the gods was to sacrifice his daughter, Andromeda, to the monster. The king, Cepheus, was very angry at his wife's foolishness, but had to do it, to save his people. She was dragged to the coast, and chained naked to the rocks, to await her fate. The monster attacked, but Perseus, seeing Andromeda in trouble, saved her. Of course, he promptly fell in love with her."

"Well, that was really… " Faith decides to drop the sarcasm. "Ok, Red, the point?"

"No point," Willow shrugs. She looks at the impatient face of Faith, and relents." Ok, sometimes, people say stupid things. Things that if they thought about it, they wouldn't say. Mainly because they don't mean it… am I getting through to you here?"

"Uhhh… not really."

"I didn't mean it, Faith. I said I didn't believe you loved me, and I hurt you. I know that. I was confused, hurting and scared. I didn't know what I felt, what anything meant. I still don't know anything," She turns to Faith, "except that what I feel for you? Is real. And I know what you feel for me is real. It's the only thing I know is real." Her voice cracks, "I love you, Faith. It's the only thing I do know in all this insanity. We need you…I need you, Faith. Please, don't leave me. I don't know what I'll do without you…" She turns away, not wanting Faith to see her cry. She holds very still.

And feels a pair of arms encircle her, and a warm cheek press against hers. Very softly, Faith whisper to her.

"I love you too, baby."

Willow leans against Faith, sighing softly

"What're we gonna do now, Faith?"

"I don't know, Red. I just don't know."

She hugs Willow tighter.

"But we'll figure it out. I promise."

To be continued


	12. Chapter 12

Disclaimer: sex, violence, and squemish themes

Feedback: Please

The Initiative, Part 11

-1-

" Feeling a little better?" Willow asks, squeezing Faith's hand. She feels like they've been sitting there for hours, though it's only been minutes. They've held each other, trying to comfort each other, and cried on each other's shoulder.

Their world has turned upside down, then exploded on them. Nothing, nothing they knew before, believed before, is real. They can't trust what they know, because it may have been planted in their minds by a project they only now know as The Initiative. It's hard for them to believe that this morning, everything was normal, all was right with the world. They had families, friends, they had a future.

What did they have now?

Willow turns to Faith, who's sitting next to her. She feels how distant she seems; as if to retreat from the grim reality that's become their lives. Though the alley is dark, she can make out Faith's face. There is an almost blank quality to it. Faith stares in front of herself.

" Huh? Oh, yeah, I guess," Faith answers, sounding distracted. She turns to Willow, and she smiles a tiny smile. " Sorry, guess I'm just thinking." She squeezes Willow's hand back, and sighs. " I guess I kinda went postal in there."

" Hmmm… well, they sorta had it coming," Willow replies, " Buffy said some bad things to you. And what's with the 'tude with Angel? When does he get to tell us how to feel or what to feel, huh?"

" Hey, cut 'em a break," Faith smiles. It's not a happy grin.

" Huh?"

" After all, he did send you out lookin' for me, right?"

" How'd you know that?" Willow looks at her, surprised.

" Didn't til you told me, Red." Faith nods at her," But I had a feelin… after I blew up at you, figured you might retreat… but here you come, with that silly story, trying to make me feel better."

" Hey, that's a true story! I mean, that's a real story, I didn't make it up or anything."

" Relax, Red, it worked. I feel better, " Faith scoots closer," not because of your story, but because you came out lookin' for me, whatever the reason." She slides her arm around Willow's shoulder. "C'mere, you!"

Faith draws Willow into a tender kiss. It lasts a long time, each trying to say what they don't have words for in the kiss. Finally it breaks, and Willow leans her head on Faith's shoulder.

" God, if you really left, if you disappeared, I don't know what I would've done," Willow says, mumbling into Faith's neck.

" Fat chance, Red. Yeah, I stormed outta there. I had to, I had to get away from that. But …" Faith holds Willow's face in her hands, leaning close, " I can't see a future without you in it. I don't care what they did to us, this… this I feel? I know that's real. It's pretty much the only real thing I got, and I'm not letting it go. Not without a fight, you can bet!"

"Really?" Willow stares deeply into her eyes. " I love you so much Faith, I … I need you so much. I don't feel real without you. I don't… god…" She starts to cry, clinging to Faith.

" Hey… hey!" Faith holds her, rubbing her back, " don't get blubbery on me." But she holds her close, nonetheless." Ok, maybe a little blubbery." Faith feels her own tears start to fall. " I love you Red, with everything I got."

They hold each other awhile, just gathering comfort and strength from holding each other.

" What're we going to do, Faith? I mean… with our lives? Where we going to go?"

" Geeze, Red, gimme awhile to figure it out, 'K?" Faith looks amused, " still not big on the future plans yet. Right now, I'm just knowing, gotta get away from here… once we get Oz outta that place."

" You think we can? Bust him out?"

" Gotta try, baby. I can't just stand by and let them make him into some lab rat or something."

" You think he might have like… rat DNA in him? He kind of looks a little…"

" Hey! That's my cousin you're insulting!"

" No, he's not. That's just another false memory."

" No… it's not the same, Red. I mean, yeah, I know they put it there, but it's more than that. To me. He's family. I can't just let him twist. I gotta try and help him." Faith looks at her. " He's family… can you accept that?"

Willow can't resist. She starts to ponder…and ponder, and ponder, pushing it 'til Faith loses patience.

"Well?" Faith sounds a wee bit irritated.

" Huh? Oh… Oz… right… let me think about it…"

" Stop it!" Faith pinches her.

" OW! Ok, ok, he's family. Got it, " but Willow won't leave it alone. " I'm telling you, however, if he starts gnawing the furniture and leaving little piles in the corner…"

" He's out. I'll boot him myself. I mean… yuck!" Faith makes a face, and then laughs.

It's like music to Willow's ears. She feels a strong warmth flow through her body, hearing Faith laugh. She hugs her tightly, kissing her neck.

" What's that for?" Faith grins, hugging her back. " Not objecting mind you."

" I love you!" Willow starts nibbling on her ear. Her hand slips under Faith's blouse.

" Hey… geeze, Red, get a grip. We're like in an alley… and anyone could come along…" Faith starts to pant a little.

" So? Like, who cares what anyone thinks?" Willow slides onto Faith's lap, pushing her crotch towards Faith's. " Hmmm… I can tell someone's interested." She starts to wiggle against Faith.

" Uhh … ok, enough, Girl!" Faith pushes her, gently, away. " loving it. Believe me, I'm loving it. But we got other stuff to do right now."

" Like what?" Willow breathes, turned on. She starts to rub against Faith.

" Shit… like… we gotta go back inside, and make nice with the others, " Faith feels a now familiar hardening going on.

" Fuck them, " Willow says, her voice definitely sultry, " better, fuck me!" She starts to play with Faith's buttons.

" Stop! Not kidding!" Faith grabs Willow's wrists. " This is important, girlfriend. We really need to … hey… that's so not fair!"

Willow, her hands trapped, has gotten creative, leaning over and sucking on Faith's breasts through her shirt. Faith lets her head drop back.

" Well… maybe it can wait for a little while…"

-2-

Back inside the Bronze, Angel is hovering over Buffy. He's managed to get a damp towel and a bowel of ice from the bartender, and he gently places a homemade ice pack to her face. Buffy is sitting up now, still groggy from the fight with Faith.

" Is it bad?" She grimaces, holding the ice pack to her face. She looks at Angel hopefully.

" It's gonna be a pretty nasty bruise, " Angel doesn't lie like he should have. " She hit you pretty dead on."

" Where is she?" Buffy mumbles a little, her mouth already starting to swell. "This so isn't over. I'm gonna pound her into the ground…"

" Buffy," Angel says, his face somber.

" What?" Buffy looks at him. " Oh, c'mon. Don't even give me that look. The bitch has it coming…"

Angel looks down and away from her.

" God, what? You don't think she has payback coming… after this?" Buffy points at her face. " Whose side are you on?"

" There are sides now, Buffy?", Angel looks up at her. " I thought we all were friends?"

" Excuse me? Were you there? Or, maybe she wasn't insulting you, or me… maybe I just was hearing things? Is that it, Angel? I'm delusional now? Is that what you think? Maybe you do! I mean, I really don't know what you think, or what you feel… or even, who you are?"

Angel looks at his hands. " Me either, Buffy. I don't know who I am, either. But I do know one thing."

" I suppose this is the part where you tell me you love me?" Buffy doesn't sound like she believes it.

" I do," Angel says simply.

" Yeah, sure you do." Buffy nurses her cheek, turning away.

" I know that when I'm with you, Buffy, I feel better about myself. I know that I want to try to be the person you want me to be. When you're out patrolling, I worry about you. That someone or something will hurt you… or worse. I know when I can't be with you, it hurts. It's like part of me is missing. The good part of me." He sighs, feeling tired, and old. " I dunno, Buffy. Maybe you're right. Maybe it isn't love. But when I think of a future, and you're not being a part of it? It all seems gray and bleak… it seems so empty…"

During his speech, Buffy has turned back towards him. Her eyes are starting to tear up.

"Angel," She says softly, placing her hand on his thigh, " I just don't know. I don't know anything anymore. What am I? Human, freak? Both? Neither? Something else, something worse? How can you love me Angel, knowing what I am? There's no 'me' here, Angel. Just some construct of some warped experiment. I might really be a monster."

" Buffy, you can't fake who you really are, " Angel says, putting his hand on hers, " Yeah, maybe what we ' know' isn't real, maybe it's all a fake. But I've watched you, seen you in action Buffy. I've seen how you lead with your heart, putting your friends and those you love, before anything. I've seen how tender and sensitive you can be. I've seen you miserable when you think you're buddy, Will, is all upset and out of sorts. " Angel turns his face to hers, " you've seen the thing I become… not talking the vampire… that creature… and look at you. Are you running away from me in horror? Do you think I'm horrible?"

" Of course not… that thing… that's not you !" Buffy declares.

" So what makes you think that you're not what you are , right here and now?"

Buffy's lip starts to tremble, and the tears start to pour out of her visible eye. Angel reaches over, putting an arm around her. She leans into him, crying softly.

" Oh god, Angel. I'm so scared. I don't know what's going to happen to us," She looks up at him. " There's going to be an us? There has to be an us!"

" There's going to be an us, Buffy, " Angel says quietly, stroking her hair. " We're not going to let them come between us, any of us."

Buffy clings to him, letting the tears out. She sniffles a little, and looks up, her face sad. " I really blew it, didn't I?"

Angel looks puzzled.

" With Will… and Faith. I really … oh god…I didn't mean any of that stuff. I was just so confused, and hurting. Angry, god I was so angry. What they lied to us about, all of it. And I took it out on her. God, she must really… they must really…"

" Hate you?" A voice calls from the entry to the alcove. " Naw, I don't think so. What about you, Will? You hate her?"

" Heck no!" Willow pipes up, " Ok, not doing cartwheels you called my girlfriend a murdering slut, but hey… she did call you a psycho-cheerleader. Only Cordy's a psycho cheerleader!"

Buffy blushes, and looks down," I'm so sorry… I didn't mean any of that crap I said…"

" Oh, yeah, you did. But I get it, B. I really do. I can really understand the anger and rage you're feeling. Being betrayed? Oh yeah, I so get it," Faith's nostrils are flaring, " You needed someone to lash out at… and so did I. I'm sorry, too. Mostly, because I let those … " Faith can't think of a word to express her hatred of the Initiative," … do that to me, to us. Cuz, Kids? We're all we got. Us. Well, and Oz I guess if we can bust him out."

" Ahem," Willow coughs.

" What?"

" Cordy too."

" Oh man, Red. I thought you were kidding about her!" She sees Willow's resolve face, and sighs. " Ok, Cordy too, God help us."

"What's the deal with you and Cordy, Will?" Buffy asks, " Not like you're bosom buddies…er… are you?"

" She's one of us, Buffy! How can you even ask that?" Willow looks surprised. " After what they did? You want to let them make her into some science project?"

" No, I guess not, " Buffy says without much conviction. " I know the memories of her, and all that, is bogus. But God, she's acted like such a snot before…"

" Really, Buffy, she's not that way. She's just kinda lonely, I think," Willow says.

" Can we get back to the point?" Angel asks, a little impatient at the side tracking. " Thing is, whatever happens, the four of us? We've got to stick together."

" No arguments here, Fang." Faith nods.

Angel shoots her a look, Faith shrugs.

" Gimme a break, Angel. It's still all new to me, too!"

Buffy mutters something behind her jury rigged ice pack.

" Sorry, B. Did you say something there?" Faith turns to her." How's that face doing?"

" I said," Buffy repeats, louder, her voice sounding a little mushy, " that maybe if you paid attention once in awhile, you'd know what's the what. Try using your ears instead of your fists once in awhile."

" You're done now?" Faith asks

" Yeah"

" Nothing else to say. You're sure?"

" Yeah," Buffy repeats, a little irritated.

" Wanted to be sure. Didn't want to interrupt or nothing."

" The point, Faith?"

" Just wondering if you wanted me to give you a matching bruise on the other side?"

Buffy looks at the others, as if to say, " See what I mean?"

" Faith…" Willow begins.

" What, you too?"

" Not 'me too', " Willow frowns," but weren't you saying out there we need to try to get along? I mean, if we're going to rescue Oz."

" Yeah, but why does f… Angel, or Buffy figure they're in charge, or something? Times change, and so has this group. This is my idea…"

" If we're just going to bicker about stuff…" Angel sits by Buffy, " maybe we should just forget it."

" So much for one for all, and all that stuff, " Willow says morosely, sitting down away from the rest.

They sit for awhile, no one speaking, just staring at each other. Finally Angel stands up again, and speaks.

" Look, Faith. Sorry, I wasn't trying to come off as boss. I just thought we were getting off track." He shrugs. " This is your party. What do you want to do?"

" I figure, we gotta get inside that place, find Oz, and if she's there, Cordelia, and break them out. Problem is, I don't have a clue about that place. We need to talk to someone who has the inside info. That means…" She looks around at the rest of them, " Giles."

" I don't want to talk to him!" Buffy leans over on her knees, holding the pack to the face.

" He's part of this. He's… he's not even a librarian. He's some kind of doctor or something, " Willow says, remembering being on the couch, and Giles tending to her. " I think. God, I hope. I was naked under that blanket!"

" Faith's right. He's really our only hope. Without him , we really don't have anything." Angel says, but his expression is glum.

" But why would he help us?" Willow asks, " he's … one of them. For all we know, he'll just tell them what we're up to."

" He did tell us… about us. I mean, he didn't have to tell us that, did he?" Buffy seems to be warming to the idea, " not saying I love him for it, but … he must've had a reason. Maybe he will help us."

" Maybe we should talk to your mom, Buffy?" Willow says, "she seemed… well, on our side. Maybe…"

" No!" Buffy shakes her head violently, " don't want her in this!"

" Buff, you mom was ready to charge in… she wants to help, " Faith says.

" Stop calling her that!" Buffy says, angrily, " she's not my mom! I don't have a mom! She's nothing, and she can't help!"

" Buffy," Angel says, walking over, putting his hands on her shoulders, " she really cares about you."

" She could talk to Mr. Giles. He seems to be kind of … well…" Willow grins, " … kinda … you know…"

" Huh?" Buffy looks lost.

" He's got a thing for your mom, B." Faith says, smirking.

" What? Giles… and my … I mean, Mrs. Summers? A thing? … god, that's just… eeew" Buffy makes a face." They're like… old."

"Still, she could talk him into helping…" Willow says, " I'm not saying she has to like, have sex with him or anything. That's just gross." She shudders.

Buffy groans, not from her wounds. " God, Will … that's just… sick!"

At the other side of the Bronze, in a corner table, a couple is watching the group. They both look worried, especially the woman, but the man smiles, even if briefly.

" Well, it seems at least they're talking to each other now, " Giles pats Joyce Summers on the hand. " I was rather worried they'd avoid each other. This is good. When Faith walked out, I was somewhat worried. But they seem to have made it up."

" What do you think they're talking about?" Joyce asks.

" About what happened, and us…all of us. Not too happy with us, I suspect."

" Well, we turned their world upside down. I don't think they're going to be very happy with anything, especially us." Joyce peers intently to get a closer look. " that's one heck of a shiner Faith gave her. Think Buffy's going to be ok?"

" Buffy will be fine. She's pretty self-reliant. A black eye won't put her off too much."

" Maybe I should go check, " Joyce starts to stand up. Giles restrains her.

" No, we agreed. We have to give them some room. They have to come to us. They need time to figure this out."

" Easy for you, Rupert. They're just experiments to you. But that's my daughter over there…" Joyce looks unhappy.

Giles reddens a little. "They're more than ' experiments ' Joyce. I've grown quite fond of them. All of them."

Something in his voice makes Joyce look at him. Her expression softens.

" You really are, aren't you?" She murmurs softly.

" I'm not proud of my part in all of this. But I plan on making it up to them, the best I can. I promise, Joyce, I won't let anything happen to them!"

" I know, Rupert, " Joyce covers his hand with hers. " You're a good man. But what are we going to do now?"

" We wait, hard as it is, until they come to us, " Giles says, " then we help them every way we can."

" So, we're agreed then? We're going to see Buffy's… Mrs. Summers, and persuade her to help us with Giles?" Faith asks the group.

Everyone nods, except Buffy. She looks upset.

" Buffy?" Willow moves to Buffy.

" Yeah, whatever, " Buffy mutters, not looking at Willow.

" Guys? Maybe we should think of something else?" Willow looks up at the rest of them, " maybe we shouldn't involve Mrs. Summers."

" No, they're right, Will. We need to … get her to sound out Giles. Don't know about you, but I'm not wanting to wind up in some cage in some lab somewhere, " Buffy lowers her voice, " I just can't believe I was stupid enough to trust her… any of them…"

" Buffy, she was really worried about you, when you ran off from the Mansion. She sent me after you, to be sure you're ok, " Angels says.

" If she's so damned worried, why isn't she here?" Buffy replies, angrily. "Why isn't she looking for me? I don't think she gives a rat's butt."

" Buffy, maybe she knows you needed some space…" Faith starts.

" What do you know about it, anyway? You don't have parents. Or didn't… whatever. If she was so worried about me, she'd be looking for me, wanting… why isn't she looking for me? Because, she's one of them, that's why. She doesn't care… she doesn't give a damn…" She stands up suddenly, " I'll be back. " She starts to walk towards the back.

" Buffy…" Angel starts after her.

" God, Angel, I've got to pee, ok? Too many mochas. Is that ok? Or do you wanna watch that too?" Buffy turns and walks away.

" Man, she's pissed, " Faith observes, as Buffy retreats. " Sorry, didn't mean a pun there."

Angel also watches her retreat. " Willow?" he says.

" You want me to…" She points towards the back.

" Yeah, I think she might need… someone."

Willow gets up, and follows Buffy out.

" Where's she going?" Joyce says, seeing Buffy heading for the back, " She looks upset." She gets up. " I've got to go…"

" Joyce, no!" Giles says, holding her arm. " Willow's following, see? She'll be all right."

" I hate you!" Joyce murmurs as she sits down.

" Yes, I imagine you do. But it's for the best… for both of you."

Buffy sits in the stall, trying to regain her cool. She doesn't even know why she got so upset, but her emotions are all over the map. She's nothing to me. I don't care about her. Why do I let her do this to me?

" Buffy?" Willow voice calls out," you ok?"

" Go away, Will. I'm just peeing? What's with you people?" Buffy growls. She flushes the toilet to add to the lie, then lets herself out of the stall, going over to the sinks. " I'm not like 6, you know!" She splashes water on her face.

" Sorry, Buff. I just was worried, " Willow says, moving to the sinks. " You were awfully upset."

" Gee, why would I be upset, Will?" Buffy says sarcastically, not looking at her. " Let's see. My whole life's been made a lie, my mom turns out to be my keeper… oh, and I'm some kind of freak… for reals. Yeah, I'm just skipping through the daisies here, Will."

" I know, Buffy, " Willow reaches over, rubbing Buffy's back. " believe me, I know."

Buffy turns to her. " I guess you do, don't you?" She says, softly. " It's bad for you too, knowing your parents…aren't. God, how could they do this, Will? What kind of people are they? It's just so… cold."

Willow just squeezes her shoulder.

" The worst thing, Will? I can't … I don't know how to not think of her as mom. I try to think of her as ' Mrs. Summers', but it doesn't work. She's mom… at least, that's what everything inside screams at me. But it's all so much garbage. I hate that I can't just … damn!" She grips the sink, and bites her lip, to keep from crying.

" If it helps, Buffy, I think she really cares about you," Willow says, " I think she does love you."

" Don't. I mean, I know you're trying to help, but don't. How could she love me, and lie to me like every day? God, that's not love…"

" Buffy, I think they were all lied to. I saw how they reacted to the news. I think they believed what they said," Willow comes over, putting her arm on Buffy's shoulders. " I think maybe at first, your … mom … didn't care so much. Just trying to help… but I think she really loves you now… I really do. I've seen how she treats you, how she looks at you. I think she really thinks of you as her daughter."

" I wish I could believe you, Will," Buffy murmurs," I want to believe you. But… " She shakes her head slowly.

" Buffy maybe we just need to concentrate on the now, and the what's coming, and forget what's past. We can't like, change it. We can only go on from here. Know what I mean? I think that's what we gotta do. Make our lives mean something now, and walk away from here…and all the crap."

They stand there for awhile, Willow comforting Buffy, and in a strange way, drawing comfort from her.

" Will?" Buffy's voice is soft.

" Yeah, Buffy?"

" I know… the whole best friends thing? It's just a … false memory. But… really…I'd like us to be friends." She turns and looks Willow straight in the eye. " it's too crazy, without you, you know?"

Willow can't help the warm feeling inside, or the big grin on her face.

" I'd like that. I'd like that a whole lot, " Willow hugs her. " What would I do without my bestest bud, anyway?"

The two girls hug, each trying to fight off a serious case of the happy weepies, and failing miserably. Finally, they break apart, each smiling.

" I guess we should get back, huh?" Buffy says, looking in the mirror. " God, I got cry face." She splashes some more cold water on her face, and dries off. " I guess I'm just gonna have to go with it."

" Don't sweat it, Buff. Don't think they'll notice too much. Not with that shiner you got."

" Damn, do me a favor? Put a leash on that girlfriend of yours. Man, she can hit!" She inspects her face again, looking at the darkening bruise. " I'm gonna look like elephant girl!"

" Yeah, aren't you glad she's on your side?" Willow says, as they walk out of the bathroom.

Buffy makes a noise, and looks at Will to see if she's for real.

-3-

" What in hell?" Buffy stares in the alcove.

The girls received quite a shock when they returned from the bathroom. Standing in the alcove with Angel and Faith were Joyce Summers and Rupert Giles. All four had serious expressions on their faces.

" What's she doing here?" Buffy's face is grim, almost hostile. She's staring at Joyce.

" Buffy," Willow begins, but Buffy cuts her off.

" No. I want to know what's going on here. Why are you here? Either of you?" Her tone is chilly, her gaze pointedly fixed on her mother.

" Buffy, honey, we just…"

" Never mind, changed my mind. Don't want to hear it," Buffy turns to go. " When these… people are gone, let me know, ok? Don't particularly want to be around them right now."

" Buffy, " Angel walks over to Buffy, " things have changed. We need to talk to them."

" Buffy, we just got word. The Initiative is being closed. The Government has pulled funding," Giles speaks for the first time. " We wanted to give you time to sort things out, but time's short. Maggie must have anticipated this, and is already in the process of transferring her work to a secret location. My informant inside called me, telling me that everything will be moved out by tomorrow night. We no longer have the luxury of time. We have to plan our strategy now."

"Alright, I know why you're here, Giles. But why is she here?" Buffy nods towards Joyce.

" Buffy," Joyce sounds genuinely hurt, " I just want to do whatever I can to help…"

" I don't want you here. I don't want you anywhere around me. Please leave." Buffy's tone is hard and cold.

" Buffy, stop acting like a child. Joyce is only here to help, " Giles says, his tone firm. " I know we can use all the help we can muster."

" Fine. Then I'll go." Buffy turns around, and starts to leave.

" Buffy. We don't have time for your crappy little fit, " Faith says, her tone harsh, " quit acting like a spoiled brat, and sit the fuck down!"

Buffy flips Faith the bird over her shoulder as she walks away. Willow, distressed, runs and blocks her way.

" Buffy, remember what we talked about in the bathroom. Don't do this!"

" Move, Will. I don't want to have to move you, " Buffy says, warning her, " those were pretty words, but only words."

" No, wait. Buffy, wait. I'll go, " Joyce stands up, " They need you more than they need me."

" Joyce, stay, " Giles says.

" No, this is too important… to all of them. I'll help however I can, but I'll stay out of the way, " Joyce says, collecting her purse.

" Maybe we should tell her…" Giles is cut off by Joyce, quickly.

" No! She can't know… not now. You promised me, Rupert!"

" I think that's a mistake, Joyce."

" It really doesn't matter now, does it? Just… try to keep her safe" Joyce speaks up louder. " I'm going now, Buffy. You can come back." Joyce exits out of the alcove. For a moment, the mother and daughter pause, looking at each other. Then Joyce is gone.

All eyes on her, Buffy comes back and sits in one of the empty chairs. Faith and Giles are frowning disapprovingly at her, but for vastly different reasons.

" Fine, if the drama queen here is done, lets get this done, " Faith says, her tone disgusted.

" You don't know…" Buffy begins, but Faith shuts her down.

" And I don't wanna hear it. You've already wasted enough time. Time to get to work."

After a brief silence, they get down to the planning.

-4-

Midnight in Sunnydale finds Faith standing in front of the little run down bungalow she's sort of called home since coming here. She's standing, looking at the place, which looks deserted. Standing next to her is Willow.

Faith sighs, and starts down the sidewalk leading to the front door.

" I still don't see why we couldn't do this tomorrow," Willow says, shivering a little. " Not like it's going to run away or anything."

" Don't know 'bout you, Red, " Faith turns back to her," but once we break out Oz, I wanna get as far away from this place as fast as I can. Don't wanna wait for the last minute to get mine and Oz's stuff." She frowns, "I'm really getting to hate this place."

In the reflected light from the streetlamp, Faith's face looks particularly pale and wan. Willow is shocked at how bad she looks suddenly.

" Are you sure your ok? You don't look so good, Faith, " Willow says, concerned.

" I'm fine, Red. Just need to rest a bit. Once we're done here, we'll get some rest, Ok?"

" 'K " Willow says, not sounding too convinced.

Faith walks up to the door, key in hand. She's about to unlock the door when she pauses, listening. Satisfied, she unlocks the door and goes inside. Willow follows her in.

Faith flips on the lights, then curses.

"Shit!"

The place has been ransacked. Things have been tossed everywhere, a lot of stuff broken. Over in the corner, she runs her hand mournfully over the bass drum on the drum set. It's been destroyed, the skins torn or cut.

" Damn! What the hell happened here?" Faith growls, looking around.

" Vandals you think?" Willow asks, nervously. She's afraid they might still be around.

" Naw… someone was looking for something, " Faith says, noting the search was thorough, and there was no graffiti on the walls. " I'm thinking, Initiative. They musta tossed the place when they grabbed Oz."

" Maybe we should leave. Maybe they'll be coming back, " Willow is still nervous.

" Naw. Those motherfuckers aint comin back," Faith almost growls. She walks around, her anger growing. She finally kicks over a table in frustration and anger. Willow jumps.

" Don't do that!" Willow barks at her.

" Let's just get the crap and go. Faster the better. C'mon, " Faith indicates they should go to the bedroom.

They start packing up the stuff silently, both of them on edge. They get it about done when Faith stops suddenly.

" Dammit. I nearly forgot…" She hurries out of the room, as if her butt were on fire.

" Faith? Faith! What? What is it?" Willow follows after her.

Faith is frantically digging under her sofa, looking for something. She looks as if she's lost the Lost Treasure of the Sierra Madre. Each second not finding what she's looking for makes her more frantic. Finally, she stops, and pulls something out from under the sofa. She smiles in triumph.

" Got it! The bastards didn't find it!" Faith is all smiles.

"What's so important that you're nearly having a cow over it?" Willow is puzzled and somewhat irritated.

Faith blushes suddenly. " Sorry, just I really … I saved what I could to get this, and I … well…" She walks over to Willow, and hands it to her. " I was gonna give it to you for your birthday, at your party… but, since that probably isn't gonna happen now…" She shrugs.

Willow opens the box. Inside is a small, delicate looking gold ring. Inset was a very small diamond. She gazes at it. Then she looks up at Faith, questioningly. Faith grins, a little embarrassed.

" I kinda was gonna ask you … well, to be my girlfriend. For reals. Announce to everyone, ya know? Make it official. " She shrugs again, blushing. " Kinda dumb, huh?"

She's almost knocked over when Willow rushes to her , and hugs her fiercely. " You dummy. It's the sweetest, bestest thing anyone's ever done for me." Willow hugs her tighter. " It's beautiful, like you!" She whispers. Then she's kissing Faith all over her face. " I love you so much!"

" Whoa, down girl," Faith chuckles, pleased Willow's so pleased with the gift. " Don't think I can go another round with you right now."

Breaking the hug, Willow hands her the box, then puts out her hand, waggling her fingers.

" Put it on me, go on!" She demands, but is all smiles.

" Ok, " Faith takes the ring, and slips it on Willow's right ring finger.

" No, not that one, the other one!" Willow insists.

" But that means…" Faith looks at her.

" I'm yours. Forever. Don't you get that?" Willow says softly.

" You're sure?" Faith asks.

" Never about anything more, " Willow says, firmly.

Faith takes the ring off right hand, and slips it on her left ring finger. She brings Willow's hand to her lips, and kisses the ring finger gently.

" I love you, forever, baby, " Faith says.

" Love me now," Willow says softly, her voice low and throaty. " I need to feel you inside me baby."

" Honey, we really need to get finished and out of here. We got so much to do…"

" All work and no play … makes you stupid…" Willow giggles. " Let's see if I can convince you."

She kneels down in front of Faith, unbuttoning her jeans.

" Red, honey, no… not now, " Faith says.

" Shhhh, " Willow reaches in, and pulls out Faith's penis. It's already getting hard. "Hmmm… you don't look like you need much convincing." She giggles. She takes the shaft in her hand, and leans over, kissing the head.

Faith feels her heart start to pound in her chest. Her breathing becomes heavier as Willow places the head of her penis in her mouth. Then suddenly her head is pounding, and the corners of her vision are getting dark…

" Baby… stop… please, " Faith says faintly, suddenly very dizzy. It's hard to breathe. Things are getting dimmer, harder to see. What's wrong with the lights in here?

" Let me do this…" Willow says, looking up. Suddenly she stops. Faith's face is white. " Faith, what is it?"

But Faith doesn't answer. She just makes a gurgling sound, her eyes roll up into her head, and collapses to the floor, unconscious.

Willow, scared now, moves over to her, cradling her head in her lap. " Faith honey, wake up…I'm sorry… wake up!" She rubs Faith's face with her hands, rocking back and forth. She starts to cry.

" Please, baby! Wake up!"

-5-

Faith does wake up. Her eyes pop open suddenly, and she's disoriented. The lights are dim, and she's lying on a cot. She starts to sit up, feeling paranoid. She doesn't recognize this place.

A pair of strong hands push her back down, and Buffy is leaning over her.

" What the hell?" Faith says, pushing back against Buffy. " Where the hell am I?" She struggles some more, " let me up, dammit!"

" No, you're still weak. Just settle back for awhile."

" Where am I? What's going on? Where's Red?" Faith looks around, " What did you do with her?"

" Slow down! Geeze, you're just full of questions, " Buffy chuckles, " When you passed out, Willow called me, and I came over with Angel and Giles and collected her and you, and brought you to a safe place. We can't go back to the Chase mansion. Giles thinks it might be bugged."

" Huh? Bugged? Well, go figure. Guess money can't buy everything," Faith shakes her head. " Wait…that means that … they could've overheard what happened?"

" Maybe, we don't know. That's why we're here, hiding out until we go a-raiding" Buffy smiles. "Now settle back, you're still kinda out of it."

" Where's Red? I gotta see her!" Faith struggles to get up, and notices an IV tube attached to her arm, " What the fucks this?"

" Just a feeding tube. God, what's wrong with you? It's full of protein solution to build your strength back up. When did you last eat, dope?"

" You're sure?" Faith looks at the hanging bottle suspiciously, " this isn't another Frankenstein experiment or something, is it?"

" Faith…" Buffy's voice gets edgy.

" Ok, ok… but I gotta see Red! She must be scared to death. Where is she?"

"Resting … now. She wouldn't leave your side. I had to almost throw her out of here, and put her to bed. Let her rest…"

" Is she ok?" Faith almost growls.

Buffy gives her a sidelong glance, and a small smile plays at her lips. " You really care about her, don't you?"

" Yeah, what about it?" She gets defensive.

" Nothing," Buffy's expression softens. " She's ok."

Faith, for the first time, notices the large bruise on the side of Buffy's face. She colors. " I did that?"

Buffy touches her face. " Yeah, you and that damned right of yours. Not planning on any repeats, are you?" Buffy arches a brow.

" Sorry, " Faith says.

" Yeah, right, you just got lucky, is all."

" Oh, really?" Faith grins, " just let me get my strength back, and we'll see 'bout that, Blondie."

Giles walks in, smiling at the girl's bantering.

" Well, someone seems to be feeling better, " He says, walking over to the bed, " I think we'll hold off on that boxing match awhile though, don't you think?"

Both girls blush.

" So, let's take a look at you." He takes Faith's wrist in his hand, and using his watch, checks her pulse.

" What's going on here?" Faith says, " Since when does being a librarian give you a right to paw the girls, huh?"

" Just another little lie they told us, Faith, " Buffy's voice has a deprecating note, " seems Giles here isn't a librarian, or a Watcher… if such a thing exists. He's a medical researcher, with a M.D."

" Well, aint that just convenient?" Faith smirks." Did you actually see the diploma, B? I'm thinking he's just getting a rush here, fondling the merchandise". Faith chuckles.

" Amusing. Very amusing, " Giles frowns, " but you're a lucky young woman. If it hadn't been for Willow's quick action, you could be very ill … or dead right now, Faith. You can't go around not eating. Your body was starving."

Faith shrugs, " I got busy. Seems somebody kinda messed up my world, know what I mean?" She looks pointedly at Giles.

" This isn't just from yesterday. You've been doing this for awhile. When was the last time you actually sat down and ate a full meal, Faith?"

" Told ya, I been busy. My life's crazy sometimes. Wonder why that is?"

Giles pulls out a penlight, and checks her eyes. He then takes the stethoscope draped around his neck, and starts to pull up Faith's blouse.

" Hey, watch it buster!" Faith says, grabbing the end of the stethoscope from him. She slides it up under her blouse, over her heart." I'll do that thanks."

" Oh for god's sake, Faith. I'm a doctor!" Giles protests, but doesn't force the issue.

" Yeah, you say," Faith still holds the stethoscope.

Giles opens the bag he was carrying, and pulls out a BP cuff. He puts it around Faith's arm and pumps it up.

After taking the reading, he smiles. " Well, you seem to back to some semblance of normal."

She looks at him suspiciously. Doesn't he know about … junior? She looks at Buffy, who winks at her. Ok, what's that about?

" I'm serious, Faith. You need to make time to eat. You're a strong young woman, but you can't go on just nerves and anger forever. I want you to make time to eat regularly. Starting now. Feeling hungry?"

" Starved, could eat a horse. " Faith makes a face. " I won't have to eat a horse, will I?"

" No," Giles almost chuckles, " but I'll have Angel bring in some breakfast for you." He gets up. " After, we can start finalize our plans for the raid this evening."

" Breakfast? Evening? How long have I been out?" Faith looks worried.

" Well, it's mid-morning, Faith."

" Shit!" She starts to pull at the IV needle. " I gotta get outta here. I gotta get my stuff!"

" Here, don't do that!" Giles grumbles. He comes over and removes the hook-up. " you can make things worse that way."

" Don't worry, Faith. We got your stuff. We got it last night," Buffy assures her.

" Everything? You got everything?"

" Pretty sure, yeah."

" Eat breakfast… both of you, " He includes Buffy, " then I want to see both of you." Collecting his bag, he leaves the room.

" I think he's going for the job of mother hen, " Buffy cracks when Giles is gone. " He's been fussing over you all night."

" Fussing?" Faith can't keep her eyes from looking down at her crotch.

" Don't sweat it, Faith. I don't think he knows your little secret. Willow pretty much made sure he didn't get a chance to do a full examination, and I sure didn't tell him." She pats Faith's thigh.

" That's just what I'd need, " Faith grumbles. " I hate being a freak."

"We all do, Faith, " Buffy smirks. " At least, yours is right out front there."

" B, for god's sake!"

" Hey, don't get all testy, " Buffy grins, "from what Willow told me, you got nothing to be embarrassed about."

"What's that supposed to mean?" Faith looks at her with some wariness.

" Just that horses would be envious," Buffy giggles. Faith blushes furiously.

" Can we talk about something other than my dick?"

"Hmmm… I guess, " Buffy looks at her, " but one of these days, when all this crap is over? Gonna wanna peek."

" Geeze, B! What the hell's with you? You got a boyfriend… with his own penis attached."

" Yeah, " Buffy says, sounding a little displeased, " When he's not too busy with everything else in the world."

" What?"

" Sorry," Buffy complains," just lately, with everything going on? Been kinda … dry, you know?"

" You mean Angel and you haven't…?"

" Oh, yeah, we have… but not lately. And I'm feeling kinda… itchy."

" Sorry, B. Not a backscratcher, here, " Faith makes a face. " I'm a one girl girl."

" Yeah, I kinda figured. Lucky Will, " Buffy sighs. " Too bad. Coulda been fun. I heard about you…"

" What?" Faith is getting a little alarmed.

" That you're like the energizer bunny. You just keep coming and coming…" Buffy giggles.

" Geeze! Is nothing sacred ? Do you guys talk about everything?" Faith is blushing furiously, somewhat upset.

" Hey!" Another voice is heard as Willow pops a sleepy looking face in the door. " you're awake!" She comes over to Faith, and sits on the bed. She looks at Buffy accusingly. " Why didn't you come get me?"

" Well, for one thing, you were nearly asleep on your feet when I forced you to get some rest. And she just woke up… and Giles had to do the doctor thing."

" And… you're girlfriend here was trying to seduce me!" Faith growls.

" Huh?" Willow looks at Buffy.

" Faith was paranoid that Giles knew about her little secret, and I was just reassuring her it wasn't so!" Buffy says, a little defensively.

" Hmmm…" Willow frowns, then grins. " Not so little." She giggles.

" Yeah, so you say. But I can't be sure, never have seen it, " Buffy says, " I mean, not like you're the most experienced girl in the world, Will."

" You didn't tell her about Halloween?" Faith looks at Willow, who blushes.

" What? What do you mean?" Buffy looks at Faith, then at Willow." What's she talking about?"

A little revenge would taste sweet right now, Faith thinks to herself. Teach her to talk about our sex life with Buffy.

" She didn't say? When the weirdness was going down, Willow became her costume."

" Yeah, she mentioned something about that, " Buffy remembers that led to the fight they had just before all the craziness started happening. " So?"

" She didn't mention the … after-effect?" Faith is grinning broadly now. Oh, this is too good.

" Huh?" Buffy doesn't get it.

" Faith! That's a secret!" Willow is squirming on the bed.

" What? Were all girlfriends here, right?" Faith looks at Buffy, " no secrets, right?"

" Spill it, Faith!" Buffy urges, sensing something juicy.

" Noooo," Willow squeaks.

" Maybe I shouldn't," Faith teases Buffy. " Some things should be private!" She looks pointedly at Willow.

Willow gets a rueful look on her face. She crosses her arms over her chest.

" Fine, go ahead, tell her." Willow says, " I guess I got it coming."

"What're you talking about?" Buffy butts in, eagerly, " What's the big secret?"

" Naw, some things shouldn't be talked about, " Faith smiles, feeling all noble and holy.

" Geeze, not like I was gonna go spreading it around, " Buffy says, disappointed. " I can keep a secret!"

" Oh, no. I'm not living with this ' I'm better than you are' tude! " Willow says. " Thing is, Buff, " Willow turns to Buffy.

" Yeah? Yeah?"

" Red! You don't have to do this!" Faith protests.

" Oh, yeah I do, " Willow turns back to Buffy, " thing is, Buff. I remember everything from that night. I mean, everything!"

Buffy's brow furrows. " I don't get it."

" Draw her a map, Red."

" I remember being a hooker, and all the things that it takes to be one!" Willow blushes, " So, when you say I'm not the most experienced girl in the world? Maybe not, but I'm up there!"

Buffy's eyes are wide. " Everything? EVERYTHING?"

" Uh-huh," Willow nods, feeling a little pleased with herself.

" I mean…"

" Boys and girls, Buff, " Willow is loving Buffy's awe.

"And she…" indicating Faith.

" Large, Very large, bordering on huge, " Willow giggles. " John Holmes aint got nothing on her!"

" I gotta see this!" Buffy's flushed. She's definitely got the warm wiggles.

" Hey, remember me? Recovering patient?" Faith is blushing, embarrassed that once again her appendage has become the subject of such interest. " Not exactly up for company!"

" Aw, c'mon baby," Willow slides up the bed a little, placing her hand on Faith's inner thigh. " What's a little peek gonna hurt? Not like we're gonna do anything."

" Why don't I buy that one?" Faith looks downright unhappy. " No way, not happening!"

" Sweetie, " Willow coos, " I promise. Just a peek. And anyway," her voice is sly, " I know you find Buffy cute."

" I so don't!" Faith protests.

" Oh, I know you do!" Willow insists, " heck, I find her cute!"

" Hey!" Buffy's blushing now, but not hating this.

" Just think of the possibilities," Willow giggles. Her hand wanders over to Faith's crotch, gently squeezing, " I'm thinking the idea isn't all that unpleasant to you."

Damn, I hate that thing. Can't EVEN deny things!

" So, what do you say, honey?" Willow motions for Buffy to come over. " Just a lil peek?"

" Who's ready to eat?" Angel calls out from the doorway. He's holding a couple of trays of food.

All three women, startled, turn around and look at him. Willow and Buffy start giggling hysterically.

" What?" Angel looks puzzled, " what did I say?"

" Don't ask. Believe me, " Faith says, scootching away from the other girls. " you don't wanna know."

-6-

Elsewhere in Sunnydale, deep under the Initiative labs on UC Sunnydale, two people are not having such a good time of it.

These are the holding cells, where the ' problem' experiments are put until their fate is determined. In one cell, Xander Harris, captured in the raid on Sunnydale on Halloween is pacing back and forth. He looks upset and angry. In the cell next to him, Daniel Osborne, a.k.a "Oz" is squatting on the floor, chained to heavy eyebolts in the floor. He looks exhausted and confused, his eyes carrying a blank expression.

" Let me the fuck outta here!" Xander, pounding the bars, yells out like he has since he's been captured. " I don't belong in here!"

" Shut up, Xander. They're not letting you out, so just shut up, " Oz mumbles in his general direction, " they haven't listened to you up til now, why do you keep yelling."

" Shut up, freak. Just because you've given up, doesn't mean I have. I'm getting outta here."

" In your dreams, dog breath. Walsh knows what you did, betrayed her. She's not gonna let you go."

" Looks who's calling who ' dog breath', wolf boy. You freaks are all alike, you think you're something special. You are, like those kids that ride the 'special' bus, ya know?"

" Gee, clever, Xander. You think that up all by yourself, or did you have help with that?"

" Shut up, hairball. I'm getting outta here, and when I do, I'm laughing my ass off when they start cutting you into dog burgers." Xander starts yelling again. " HEY! What's your PROBLEM? There's been a mistake here! I'M NOT SUPPOSED TO BE IN WITH THE ANIMALS!"

Oz just makes a disgusted noise and turns his head away.

Two guards fully armed with cattle prods, tasers and trank dart pistols, come through the door to the cells. They walk over to Xander's cage, and unlock the door.

" It's about fucking time, " Xander says, sounding triumphant. "What took you mooks so long to let me out?"

The guards look at him, and laugh.

" Get real. You're not being let out. We're moving you… you and wolf boy here… to the new facilities. So, shut up and put these on…" the guard, Baker, holds out a pair of manacles.

" What the hell? I don't belong in here! I'm a human, like you guys. I'm one of you guys! What's the deal. I demand to see Dr. Walsh!"

" She's not here, and these are her instructions, asshole. Now get to it…" he takes a cattle prod, and taps the side against his palm, " or are you needing some persuasion?"

" You're not getting away with this! I'm gonna report you, the lot of you. Holding me like this!" He turns on the other one, " what's your name, rank and serial number, soldier?"

" God, your boss, and fuck you," the other soldier, named Fox, taps the end of the cattle prod against Xander's side. Xander jerks up. " Now shut the fuck up, mutant, and get in the chains."

" Mutant?" Oz says, " did you call him mutant?"

" Oh yeah. Didn't you know? Old Xander here? He's one of you… but a failed one."

" Really?" Oz half smiles. " Well, aint that a hoot and a half?"

" I'm NOT ONE OF THEM!" Xander yells. " I'm no fucking freak!"

" Shut the fuck up, " Fox, tired of hearing him, hits him with a taser blast. Xander jerks and falls on the ground in convulsions. " God, a wimp, too!" He kicks him.

" Well, get him back on his feet," Baker says," We gotta get going. We're behind already, and the Lt. Commander's having a cow." He unlocks Oz's cell, and enters it.

Fox puts a manacle belt on Xander, and secures him to it. He lifts him up, and starts pushing him out the door.

" Ok, freak, " Baker addresses Oz, " if I unlock you, are you gonna try anything funny? Cuz otherwise, I gotta trank you."

Oz shakes his head slowly. " No, not gonna do anything. Kinda dead anyway, right?"

" Hey, I dunno. All I know is, I'm supposed to get you to the new place, and I don't any crap from you. So if you try anything, I'll break your neck."

" Told you, not gonna do nothing, " Oz sounds defeated. " Though, kinda wish you'd just break my neck, and get it over with."

He unlocks the chains. Oz just sits there, not moving.

" Get up, don't have time to baby you."

Oz stands up, fully naked. It's evident he's cold and scared by the way his manhood has retreated. He stands still, as if his mind is 1000 miles away.

" Here," Baker throws a bundle at him, " Put these on."

Oz doesn't react, just letting the bundle drop to the floor.

" Hurry up, asshole. We don't have all night." He brandishes the cattle prod.

Oz grabs the clothing, and puts it on. The pants are too long, and the shirt is a couple of sizes too big, but it's better than being au naturel. He stands, arms out ready to be cuffed.

Baker puts the manacle belt on him, then secures his hands in the cuffs. He motions towards the exit door.

" Man, just kill me, ok? Don't make me go there… please? Tell them I tried to escape or something. Please, I'm begging you man, just kill me!"

" I can't. I'm sorry, but I've got my orders, and they're to keep you alive." Baker prods him with the cattle prod. Oz jumps, and moves forward.

Oz makes it to the exit, then seems to galvanize. He turns on the soldier, charging at him. But the soldier expected this, and has his trank pistol ready. He shoots a dart in Oz. Oz stops, looks at the dart, then at the soldier, and drops to the floor.

" Idiot," Baker grumbles. He lifts the now prone Oz, and throws him on his shoulder in a fireman's carry. " I told you, I got to deliver you alive."

He walks out, grumbling.

-7-

Lt. Commander Riley smiles.

He's walking around the staging area, inspecting the trucks and supplies. Despite some glitches, things are mostly secured, and the schedule is nearly on time. While he's not admitting it, he's proud of how his group has handled the emergency transfer. Nodding at the men, giving a word of encouragement here and there, he walks over to one of his second in commands.

" Johnson, report, " He barks.

" Sir! Code Orange is near completion. All scientific equipment and computers have been loaded and secured. The paper files have been shredded, per your instructions. My men report we're just waiting on the refrigeration trucks to load and secure the core samples."

" ETA?"

" 23:30 hours, sir!"

" That's cutting it close, Johnson"

" Sorry sir, no choice. You wanted it to be a cover op, and we needed to delay packing this until after normal security was relieved, to prevent suspicion. But don't worry, we have plenty of soldiers at the ready, and all will be ready by Zero Hundred hours."

" You're sure? I don't want any screw ups."

" I'm sure, sir. I oversaw the pre-loading myself. All is at the ready. All we need are for the trucks to arrive."

" Good work, Johnson."

" Thank you, sir."

" What's the status on the prisoners?"

" I sent Baker and Fox to bring them up from their cells. We have a nice little armored truck all ready for them."

" Good. What about Anne?"

" Who?" Johnson, for the first time, looks puzzled.

" Anne. Anne Price? The robot?"

" Oh, " Johnson replies. " Actually, sir, we just kind of left it there. Figured Dr. Walsh had all she wanted from it…"

" No, that won't do, Johnson! We need the 'bot for further study. Get a couple of men to secure it, and load it with the rest of the equipment."

" Yes, sir, Lt. Commander." He hurries off to carry out Riley's orders.

Riley starts towards the transports when his cell phone rings. Picking it out of his pocket, he checks the caller ID and answers.

" Good evening, Dr. Walsh, " He says into the phone, " how can I help you?"

" Hello, Riley. Well, it's official. The Government has cut us off."

" I'm sorry to hear that, Dr. Walsh."

" Frankly, Riley? It's a relief. No more bureaucrats, no more committees. In our new facilities, we'll have the freedom and the resources to bring the dream to fruition." Maggie Walsh sounds almost ebullient. " It's like a weight's been lifted off my shoulders."

" Well, I'm glad you're pleased, Dr. Walsh," Riley replies, non-commitally.

" Things didn't work out as planned, Riley. But that's not always a bad thing, " Dr. Walsh is a little surprised at Riley's tone. " So, tell me, Riley. How are things back there? How's the operation progressing?"

" Ma'am. The first loads of equipment have been sent along. We're loading up the last of it now. I'm just about to send out the second convoy of trucks. All that remains are the core samples, and the prisoners. Because of security, we had to delay on the refrigeration trucks for the samples, so that won't be leaving until near midnight. I figure it's best to transport our 'guests' at the same time."

" Excellent, Riley. I'm glad to hear things are running smoothly. The sooner we get to the new facilities, the better. The project has been delayed too long as is. Nothing, and I repeat, nothing must get in the way of our continuing the project. Understood?"

" Yes, Ma'am."

" See to it things continue to run on schedule. I should be back tomorrow evening at the latest. I want to see significant progress on my return."

" Yes, Ma'am!"

" Riley," Dr. Walsh's tone softens, " have you thought about what we discussed?"

" I'm still considering it, ma'am" Riley replies.

" I really hope you'll decide to join me, Riley. I'm quite fond of you, and you've proven to be a valuable member of the team. I know it's not the military, but with you and Sam considering a family, it might be time to make a change. And I promise you, the compensation will be more than adequate."

" Thank you, Dr. Walsh."

" We'll discuss this more on my return. I promise you, anyone you want to bring aboard will be welcome, and you'll have complete control of security." Sensing this is making him uncomfortable, Maggie changes the subject. " Have you started planning for securing the others?"

" Ma'am?" Riley isn't sure what Dr. Walsh is referring to.

" The others. The experiments in the field. I can't just leave them in Sunnydale. They'll need to be rounded up and brought to the new facility. Reprogrammed if necessary."

" I have some preliminary ideas for the operation, ma'am. But I'd like to discuss them in person with you on your return."

" Good. I'm glad to see your thinking ahead. We'll discuss it on my return. Is there anything else to report, Riley?"

" No ma'am"

"Very well. I'll see you tomorrow evening. Keep a tight lid on things until I return."

" Done and done, Dr. Walsh."

" See you soon, Riley. Good bye."

" Good bye, Dr. Walsh."

Riley stands for a moment, looking at the cell phone in his hand. He's somewhat conflicted. On the one hand, Dr. Walsh has treated him and his troops well. She hasn't asked them to do anything particularly illegal or outrageous. She's respected his opinion, and given him latitude to accomplish tasks the best way he saw fit. If she were military, she'd make a hell of a C.O., Riley thinks to himself.

But her experiments, the things he's heard, have given him a major case of the wiggins. He's not sure he wants to sign on for something like this. This wasn't what he joined the service for. It's too… messy. It's not clean, like fighting an enemy. This borders on the weird; mad scientist territory. It's ok while he's just assigned to it. He's a soldier; he goes where he's told. But to quit the military….

But she might do some good. Maybe eliminate the need for people to die in wars. But then he saw pictures of the 'subjects', and they look like people.

He knows he has to figure it out, and come to a decision. Soon.

But it's hard, it's just plain hard.

-8-

" Why're we here again?" Roberts, holding a laser rifle, asks his companion.

" Are you questioning orders now?" Thomas, older and a little more experienced, grumbles. " The Lt. Commander wanted this area secured, and that's what we're here for."

" Well, it's dumb duty," Roberts grumbles, " I mean, what's going to happen here? I think he's punishing us for being late back from leave last week, if you want my opinion."

" I really don't, " Thompson answers, looking around. " Stay sharp."

The two guards are stationed at the entrance to the Community Clinic located on UC Sunnydale campus. It's the cover building for The Initiative, located below. As a precaution, Riley has assigned guards to the building, though he's not expecting any real trouble here.

A van pulls up in front of the clinic. The guards, alert, move to intercept it.

" Halt! This is a secure area. State your business!" Robert barks at the driver.

" You moron. That's Dr. Giles," Thompson approaches the driver, smiling. " Good evening, Dr. Giles. How can we help you?"

" Good evening," Giles says pleasantly, " I've been sent by Lt. Commander Riley to pick up the prisoners."

Thompson's brow furrows. " That's odd. According to our orders, the prisoners are supposed to be picked up in a military transport. He never mentioned you, Dr. Giles."

" I spoke with the Lt. Commander. I told him that a military vehicle driving around the UC Sunnydale campus late at night might arouse suspicions. He agreed, and decided to send an unmarked van. And me, since I would hardly raise any questions if stopped by campus security."

" I'm sorry, sir. But I haven't been informed of any change," Thompson replies, turning to Roberts. " have there been any updates in our orders?"

" No, none," Roberts replies. He raises his rifle, pointing it at Giles. " I'm afraid I'll have to ask you to step out from the van."

" Oh, for god's sake, man!" Thompson puts his hand on the barrel of Robert's gun, forcing it down. " he's on our side, you idiot." He turns to Dr. Giles, apologetically." Sorry, sir. Roberts can be a little gung ho, if you catch my drift."

" Of course, no bother at all, " Giles says, taking off his glasses to clean them.

" But sir, I will have to ask you to step out from the van. I need to call the Lt. Commander to confirm the change in orders."

" Of course," Giles replies mildly, replacing his glasses to his face.

At that moment, the side of the van slides open, and four figures, dressed entirely in black, explode out of the van, rushing the soldiers. They surround them, pointing state of the art blaster rifles at them. It happens so quickly, the two guards are caught unawares.

" What's going on?" Thompson, seeing two rifles pointed at him, growls at Giles.

" I'm afraid, old chap, it's time for you to take a bit of a nap," Giles raises a trank pistol at the guard, and fires. The bloom of the dart appears in his chest, and he looks at Giles, then collapses to the pavement.

The other guard tries to pull out his two way, to call for help, but the business end of a rifle in the neck convinces him to abandon that effort.

" You too, friend," Giles says, aiming and firing at the second guard, who soon joins his companion on the sidewalk.

Two of the figures pull out gaffer's tape, and use it to tie up the now unconscious guards. Giles exits from the truck, and walks over to the group.

" Well, that went swimmingly, I think," He smiles, looking down at the guards. " Rather like taking treacle from an infant."

" Don't get too cocky, Giles, " One of the figures pulls up a mask, revealing Faith. " We don't have Oz or Cordelia, yet. No telling what's down there." She nods towards the clinic.

" It's mostly deserted, Faith. Most of the equipment has been moved."

" So how do we even know if Oz and Cordy are down there?" Willow doffing her mask, pipes up.

" They wanted to keep the prisoners til last, for security. Less chance of escape," He glances at his watch." We really don't have much time for discussion. According to my informant, the guards will be here any minute to retrieve the prisoners. We have to get in, and get them out before anyone else shows up." He turns to Angel. " Secure these fellows inside, then come back and stay with the van. Keep the motor running. We'll probably want to make a quick getaway." He turns to the others. " the rest of you, follow me."

Giles, followed by Faith, Willow and Buffy, starts up the stairs.

" Who exactly put him in charge?" Faith whispers to Willow. " This was my plan, as I remember."

" Faith, c'mon. Giles knows the place, we don't. He has the key cards to bypass security. And he has the guy inside giving him the scoop. Don't get all territorial now, 'k?" Buffy grins at her. " Anyway, I think he needs to feel in charge, ya know?"

" Still," Faith grumbles, " this was my idea. I wanted to bust Oz out."

" It's ok, baby, " Willow rubs her back, " we know."

Faith grins ruefully, " Ok, I'm being a baby about it. But it was my plan!"

" Shhh. Quiet, hurry up!" Buffy says, rushing a little to catch up with Giles.

" Watcher's pet!" Faith cracks quietly.

They catch up to Giles at the back of the Clinic, in one of empty examination rooms. He seems to be scanning the wall for something.

" It's here somewhere," He mutters, running his hand along the wall. Suddenly, he smiles, and pulls on one of the tiles, twisting it.

The wall opens up, revealing an elevator behind it. Giles steps up to the card reader mounted by the elevator doors.

" Stay back," He warns, sliding the card in the reader.

"Well, isn't this just so James Bond-y?" Buffy whispers. The other two chuckle.

" Be quiet!" Giles hisses at them.

An impersonal female voice comes over the speaker.

" Giles, Rupert. Prepare for retinal scan."

" What?" Faith whispers. " They're going to look up his ass? Gross!"

" No… retinal… eye!" Willow whispers, giggling.

A beam of light comes down the wall, hitting Giles and going down his entire body.

" Identity confirmed."

The doors to the elevator open.

" Whoa, pretty tight!" Faith says, grinning.

The four board the elevator. Giles hits a button, and they begin to descend.

" This is cool. Can we get one of these?" Buffy says, looking around the elevator. " be neat not to have to climb the stairs every day!"

" Ok, be serious. Once we reach the Initiative, we need to focus. The cells are located down the hall from the elevator, to the left. Be watchful, as there might still be guards present."

" Voice Verification required. Please verify voice I.D within 20 seconds." The impersonal voice comes over the elevator speaker.

Giles steps to a grill located in the wall of the elevator , speaking into it.

" Giles, Rupert." He says simply.

" Voice ID confirmed."

" What was that for?" Buffy asks.

" This is a secure elevator. If I didn't pass the voice ID, or if they'd removed my clearance, the elevator would release a knock out gas into the car."

" Oh."

" You're telling us that now? What if they'd pulled you clearance?" Faith complains.

" We'd be in dream land, I suppose, " Giles shrugs. " Good thing they didn't."

" Next time, we take the stairs, ok?"

The car comes to a halt. Giles pauses before hitting the door button.

" Everyone ready?"

The others nod their assent. He pushes the button.

And they're faced by two soldiers, pointing blaster rifles at them.

" Well, look what we've got here!"

to be continued.


	13. Chapter 13

Disclaimer: see preivious chapters

Title: Initiative

-1-

"Well, look what we got here, " Baker says to his companion, Fox, whose handling the prisoners. " Looks like we got us a raiding party. That's what you about? Trying to break out these jokers?"

" We're here because Lt. Commander Riley sent me here to check on the condition of the prisoners. These others are here as back up."

" Uh-huh," Baker says, raising his rifle, and pointing it at the group. " And exactly which turnip truck do you think I fell off of? The Lt. Commander warned us there might be trouble, some muties trying to bust these fellas out. Well, not going to happen, Jeeves."

" That's Giles. As in Dr. Rupert Giles. I'm part of the Initiative, you burke. Now, put that gun away, before the Lt. Commander finds out. Or, I think you might be facing a court martial."

" Know what, Giles? Not taking any chances," Baker replies, " You all put down those weapons, easy like. Then we're all going to take a little trip back to the staging area, and get this straightened out. And if I'm wrong, well I'll come over and apologize to y'all personally, ok?" His expression becomes grim. " Drop 'em, now!"

" Do it," Giles tells the others.

" Giles!" Buffy protests.

" I knew this was going way too smoothly, " Faith says.

" Do it!" Giles barks at them.

They put down their weapons, then stand up. All of them look discomfited.

" Now see, wasn't that easy?" Baker mocks them. " So, why don't you all just turn around, and get back in that elevator? And we'll take a little trip upstairs. Ok?"

The sound of clapping comes from behind them. Fox, startled, turns around and points into the hallway.

" Halt! Who goes there? Identify yourself!"

" Now, now, calm down, soldier boy, " A bleached blond man emerges from the shadows, followed by a tall, dark haired woman. " It's just old Spike. Me and the Missus wanted to see the show, is all."

" Oooo, Spike. Look at all the people. Are they nice people?" Drusilla asks.

" Well, some of them are, pet." Spike throws an arm around her.

" What're you two doing here, anyway?" Baker barks, still pointing his rifle at Giles and Co." Why aren't you in the transports already?"

" Now, now, don't get your knickers in a twist, mate. Had to attend to a little last minute packing, the missus did. After all, my Drusilla has to go out in style." Spike grins. "We heard the tussle, and popped out to get a peek, you know?" He approaches the group. " Isn't Head Soldier boy and the Doc gonna be all bursting with pride over your little bagging here, eh?"

"Stay right there!" Baker orders Spike. " Not trusting any of you mutant freaks. Damn. " he surveys the situation. " We all aren't going to fit in the elevator. We'll have to use the stairs."

" Actually, not seeing that as a big problem," Spike says. Before Baker can move, Spike has gone over to Fox, and breaks his neck. " See? One down, one to…"

Baker raises his rifle, but is hit from behind by Faith. She kicks him, knocking him off his feet. Spike comes over, and breaks Baker's neck also.

" Spike!" Giles yells at him, " What're you doing? You're not supposed to kill them!"

" Shut up, Rupert. Can't be having witnesses, now can we? After all, I'm not joining your little merry band of losers, you know." Spike takes the bodies, and heaves them down the hallway. " Anyway, when and if they're found, the soldier boys will figure you did it."

" Giles, what the hell is going on here?" Buffy asks, shocked at what just happened. " We weren't supposed to kill anyone."

" My, my, Rupert? Sweeping the dirt under the carpet, are we?" Spike turns to Buffy, " Didn't he tell you, pet? I'm his ' inside man' , so to speak."

While this is going on, Faith has moved over to the prisoners. She looks at Oz, who's staring at her like he doesn't know her.

" Ozman? You ok, cuz?" She hugs him fiercely. " Damn, I glad to see you!"

A veil seems to lift in Oz's eyes.

" Faith? I never thought I'd see you again, " Oz returns the hug." God, I missed you!"

" Well, isn't this sweet?" Xander, who to now has been silent, speaks. " Freak to Freak love. Gee, incest anyone?"

" What the hell is HE doing here?" Faith growls, breaking the hug with Oz. " Where's Cordelia?"

" Cordelia?" Oz looks puzzled. " I never saw Cordelia."

" Cordy?" Xander pipes up, " Oh yeah. I think they took her out and cut her into teeny weensy little pieces, you know? I heard her screams," He grins," I just get sooo hot when she screams."

" You son of a bitch!" Faith grabs Xander, lifting him off the floor. " You wanna hear screams? I make you scream, you fucker!"

" Hey, chill.. chill out Dyke-O," Xander sneers at her. " Cordy was never here, you moron. I was just yanking your chain, freak!"

Faith, still angry, throws him down on the floor, hard.

" Takes one to know one, I guess, " Oz mumbles.

" What?" Faith turns to him.

" Xander? He's a freak too. He's a mutant, just like us!"

" I am NOT!" Xander, in total denial, shouts. " I'm nothing like you freaks."

" What're you talking about, Oz?" Faith can't believe what she's hearing.

" The guards. They said so. He's just another one of Maggie's Zoo… except he's a failure, I guess."

" I AM NOT! I'M NOT ONE OF YOU!"

" You got that right, loser, " Faith says, coming over to him. She kicks him. " Shut up!"

" Giles, I'm not getting this, " Buffy says, away from Faith and the others. " Spike is the inside guy?"

" That's the facts, Pet," Spike puts in, " I'm the mole, so to speak. Which reminds me, Rupert. Did you bring the rest of my money?"

" You paid him?" Buffy is amazed.

" You bet your blonde hair on it, luv. What? You think I did this out of the goodness of my heart?" Spike chuckles. " No, I'm a bit too practical for that." He holds out his hand. " So, Rupert, pay up!"

" I told you before, Spike. I'll pay the rest when we're out of here."

" No deal, Rupert. I'm not going along with you losers, remember? Pay now, " Spike pulls a two way out of his pocket, " or I'll just call in the reinforcements. I'm sure they'd love to lay their hands on the people who killed their men."

Giles sighs, and reaches into his coat pocket. He pulls out an envelope, and hands it to Spike.

" Count it if you wish, " He says.

" Plan on it Rupert. Better all be here, or…" He waggles the radio.

" What about that other thing we discussed. Do you know where it is?"

" Right… just a mo… still counting here." Spike riffles through the bills. " Ok, then. All here. Yes. It's down the hall, third door on the right. Better hurry though. Never know when the cavalry will show up." He looks around. " Dru? Drusilla? Where'd you get to, pet?"

Drusilla is standing over by Willow, who's looking a little freaked by the proximity of her. She's waving her hands around Willow.

" Oooo.. Spike, look at her. Look! Our little Willow is all glowy, all shiny." She places her hands on Willow's shoulders, which almost makes Willow jump out of her skin. " Something special and secret about you, dearie."

Willow, afraid to move, gulps. " Really?"

" Oh indeed, love. Something just cries out from you. Do be careful, won't you?"

" I'll try!" Willow smiles, nervously.

Drusilla starts to snap her fingers, " the stars will sing for you, love. It'll pop, and stop, and pop it will."

" Aaahhh…" is all Willow manages.

" Now, Dru, leave the nice little bit alone, " Spike comes over, putting an arm around Drusilla and leading her away. " Look at all the dead presidents, Dru. We'll by you something pretty and shiny, what say?"

" Oh yes, Spike. I'd like that!' Drusilla walks ahead of him, in her own little world.

"Sorry 'bout that pet. She gets that way sometimes. She seems taken with you, " Spike smiles at her." Don't worry, she's harmless… mostly." Chuckling, he walks away.

Willow breathes a great sigh of relief. I gotta get out of here, now!

Faith is trying to free Oz, with little success. " Damn. Where's the key, Oz?"

Oz nods at the bodies Spike threw down the hall. " I think the one called Baker has them."

" Really?" Faith makes a face. She walks down the hall, and kneels down by the body of Baker. She gingerly searches his pockets, finally coming up with a ring of keys. She hurries back to Oz.

She tries out various keys, finally finding the one for the cuffs. She unlocks them, and removes the waist belt.

" God, that feels so damned good!" Oz says, shaking out his arms. " They've had me chained to the floor since I got here. I'm sore as hell."

" Well, how else do you chain a dog, dog-boy?" Xander cracks.

"All I know is, I'm unchained, and you're not," Oz gloats.

" Let's get outta here, Ozman. We got a van upstairs…"

" Hey, what about me?" Xander suddenly realizes they're going to leave him chained here.

" What about you, loser?" Faith says, leading Oz away.

" You can't leave me here, like this. Let me out of these chains. Please," Xander is starting to panic.

" Really? Watch me!"

" Please! I'm sorry…I can help you!"

" Fuck off, creep."

" Faith, let him out." Oz says quietly.

" No way, Oz! That … bastard has done nothing but make our lives miserable. He can rot for all I care."

" You're right. He's a prick, and a bastard. But he's one of us, like it or not, " Oz asserts, " and if those scientists get hold of him, their going to cut him up. He doesn't deserve that. No one does."

" I'm not so sure…"

" Thanks Oz, you're the best! Please, he's right. They'll cut me open and … please!" Xander is near tears.

" Alright, just stop begging. God, you're nothing but a fucking coward."

Faith walks over, and unlocks Xander's cuffs. She helps him out of the waist belt.

" Thanks… that's better." Xander says, stretching his arms.

" Whatever, " Faith turns back towards Oz.

Xander frowns, then sneaks up behind Faith, hitting her from behind. He grabs the laser gun she's carrying.

" Bitch. Been wanting to do that for the longest time." He turns the gun on the rest, and starts backing towards the elevator. " First one of you mutant that moves? Gets it. I'm outta here, losers. And when I get topside, gonna so tell them what happened and where you are." He backs into the elevator, and pushes the button. " bye - bye, suckers!"

The doors close on him, and the elevator starts it's upward journey.

Faith, stunned, holding her head, stands up." What the fuck? Did that creep just hit me?"

Oz comes over to her. " Sorry, Faith. I didn't know he'd do that."

" Giles, we've got to stop him!' Buffy says, " he'll give us away!"

Giles just smiles.

"What?" Willow asks, not understanding.

" Remember what I told you coming down? Unless he's able to pass the voice ID, the elevator will stop, and release knock out gas. And I know for a fact his clearance has been removed. He's not going anywhere." Giles looks at his watch again. " We have to speed this up. We'll take the stairs back up. Faith, you and Willow take Oz to the van. Buffy, I need you to come with me."

Giles starts down the hall.

"What's going on? What's he after?" Faith asks, watching Giles turn into the third room on the right.

" I dunno, " Buffy shrugs. " Go on. We'll catch up."

Faith and Willow, helping the weakened Oz, exit through the door leading to the emergency stairs.

Buffy runs down the hall. As she reaches the room before the one Giles turned into, she stops. She feels a pull, as if there's something in there she needs to see. She walks to the door, and leans on it, listening. Hearing nothing, she tries the knob, but the door is locked. She tries to break the lock, but can't. She lets out a frustrated little whine. She needs to go in there…

" Buffy, " Giles looks out from the room he's in. " I need some help here!" He pops back inside.

Buffy takes one last look at the door, then joins Giles in the other room.

" Holy crap, Giles. What's going on?"

Inside the room, a body lays quietly on what looks like a surgical table. It's wired up to various machines. For a second, it looks like an accident victim in the hospital. But the machines aren't life support. At least, not human life support.

" This is what's left of what I believe to be Anne Price, " Giles says over his shoulder. He checks the machines, and nods." We have to get her out of here."

" Her? That's a her?" Buffy comes closer. She sees a vaguely feminine form under the sheet on the table. " But that… is it alive?"

" In a way, Buffy, " Giles says. He pulls something out of his coat, and plugs it into the body. " She … it… is an android. A very advanced android. I believe she was created by Ethan Rayne. We need to study her. She might provide some clues to what Maggie has planned."

" Giles, what's the deal, anyway? I mean, I know you're all science guy, I guess. But I'm thinking we don't have time for this. We need to get our very human butts out of here before we get them shot off."

" Buffy, it's important. Trust me on this one. Now, we need to carry her out. I have her on temporary power source. It's just enough to keep her systems functional and not lose data. No more. So, help me lift the stretcher here, and we'll carry her out."

" Whatever, but I'm not liking this."

Together, they lift the Anne- bot and the stretcher, and start out of the room. They move down the hall, then stop at the door leading to the stairs. Struggling a bit, Giles manages to get the door open while holding his end of the stretcher.

" You know, Giles. If you need a date, I'm ok with you dating my Ex-mom. You really don't have to go to this extreme."

Giles just gives her a disgusted look as they disappear through the door.

-2-

Upstairs, things have heated up.

Faith, Willow and Oz crouch by the front windows of the clinic, peering out. The van has been surrounded by a fire team of soldiers. They approach it cautiously.

" This isn't good," Willow whines, " this just isn't good."

" Where's fang, I wanna know?" Faith stares at the van. " I don't see him in the driver's seat."

" Maybe they already got him?" Oz puts in. He looks nervous. " You shouldn't have come for me. Now you're just going to be captured too!"

" Don't even, Oz. No way I was leaving you here." Faith dismisses that thought.

" What're we going to do?"

At that moment, Giles and Buffy, carrying the stretcher between them, come into the front of the clinic.

" Get DOWN" Faith makes a motion with her hand.

Buffy and Giles crouch down. Giles crawls over to Faith.

" What's going on?"

" Dunno. Got here, ready to go outside when I see a bunch of the soldier types show up, looking not too happy. Ducked back inside, but I think we've been spotted."

" Damn. There's no other way out that I know of. I think we're…"

Suddenly, the van roars to life. Angel pops up in the driver's seat, grinning. The van pulls out, and head straight for the front of the clinic.

" What the hell is he doing?" Giles, surprised, stands watching the van approach.

" Geeze… get away from the windows… now!" Faith yells out.

Everyone jumps out of the way just before the van comes crashing through the front of the Clinic. Glass, pieces of the wall, and other debris fly everywhere. The van halts halfway in the clinic. The side door opens.

" C'mon, no time. I surprised them, but they're gonna be coming on fast," Angel shouts, motioning the others to get in.

" HALT. YOU CAN'T GET AWAY. YOU'RE SURROUNDED!"

" C'mon, c'mon no time, " Angel is helping Giles load the stretcher in the van as the others scramble inside.

A laser blast narrowly misses hitting the van. Another is fired, and hits Willow in the shoulder.

"FAITH!" Willow cries out, as she's spun by the force of the blast.

Faith runs over to Willow. She crouches by her, holding her.

"We gotta go now!" Angel guns the van's engine

" C'mon baby, " Faith says, but Willow's lost consciousness. " Shit… go on, go! We'll catch up!" Faith tries to revive Willow.

" We can't leave them!" Buffy cries out.

" We can't stay, either. Those guys are getting too close." Angel grins wickedly, " but we can at least slow 'em down a bit."

He guns the van, and throws it in reverse. Swerving around, he backs towards the soldiers. Startled, they try to jump out of the way, but Angel manages to hit a couple of them. The others raise their rifles to fire, but he throws the van into drive and speeds away.

A few of the soldiers not hit by the van start after it, firing but missing. One however, looks in the clinic and sees the girls. He goes towards them.

" All right you, no tricks. Get the fuck up now!" He yells at them.

" She's out, she can't get up," Faith growls at him. Her voice doesn't sound entirely human.

" Fuck you, freak. Get her up, or I shoot her."

The stress, the anguish she feels, the anger overwhelm Faith. Not caring, she lets go and the change that's been lurking below the surface happens.

" What the hell?" The startled soldier backs up.

Faith's body elongates, and her hands change into claws. Her whole body is covered by fine black fur, and her face elongates into a cat like form. It feels like forever to Faith, but the change only takes seconds.

" Jesus Christ. What the fuck ARE you?" The soldier, nearly wetting his pants, scrambles to turn and run.

Faith is on him in a second. She is huge, nearly eight feet long tip to nose. Her paws are the size of saucers. She rams into the soldier, knocking him off his feet. He lies face up, and Faith stands over him, growling low.

A couple of soldiers appear, having given up chasing the van. They see the huge panther, standing over their comrade, and raise their rifles to shoot.

" Watch out!" Willow, recovered from her faint, calls out.

" Kill it, dammit, kill it!" the soldier, lying on the ground under Faith screams.

The two hesitate. They have strict orders not to fire on the mutants. Not with lethal weapons, anyway.

" It's going to kill him!" One of the soldiers says, raising his rifle. " We got no choice."

But neither gets the chance to fire. A red streak hits them, knocking them over like bowling pins. Willow, wounded, and stressed, seeing Faith about to be shot, changed into her cat form. Faster than thought, she leapt at the two soldiers, knocking them over.

Faith, instinctively sensing a connection with the red cat, roars at her. Both cats leap away, running as fast as they can.

The soldiers, stunned, still struggle to get up. One raises his rifle, aiming at the departing felines. But his shot misses, and the two large cats disappear into the darkness.

" What the hell just happened?" One of the soldiers, getting up, stares in the direction of the departing cats." Did you guys see that?"

" See what?" His partner, also getting up, brushes himself off. " I didn't see jack after that van took off."

" What're you talking about?" The third one, the one Faith knocked over, cries." Those…freaks… changed into … monsters or something."

The second one looks at him, shaking his head. " Right, and you're going to write in your report that you watched two girls change into monsters, huh? And how're you gonna explain that to the Lt. Commander?"

"But… but…" the first soldier, still staring into the darkness starts to protest.

" Shut up. This is how it played out. The freaks stole the van, busted into the clinic and got their freaky friends, and after running down a couple of our guys, high tailed it out of here. We chased them, but we lost them. Nothing else happened."

" But I saw them change…" the third soldier complains.

" You saw NOTHING. Get it?" The second soldier gets in his face. " Nothing at all. Clear?"

The third soldier, still shaking, nods.

" Ok, c'mon and let's check the other guys. Man, this is one hell of a mess."

-3-

" We gotta go back!"

Oz is up, leaning between the front seats where Giles and Angel are sitting. His normally detached, cool demeanor is gone; his face is a mask of worry.

" He's right," Buffy says from the back, " We can't just leave Faith and Willow there."

" We can't go back. Not now. If we do, we'll all be captured," Giles says, practically minded, " besides which, Faith is very resourceful, as is Willow. I'm sure they'll get away."

What he doesn't tell them is that he saw Faith start to change as they pulled away from the scene.

" Against blaster rifles? Where'd they get those things, anyway? I thought that was science fiction." Angel puts in.

" Top secret hush-hush government thing, " Giles says cryptically," they've had them for a couple of years."

" Stop it!" Oz , angry, grabs at Angel's, to try to force him to turn around.

A low growl emits from Angel, and his face vamps out.

" Christ!" Buffy says, surprised. " Giles, I thought you said he wasn't a real vampire!"

" What? What're you talking about?" Angel feels his face, and the lumpies going on with his brow, " Giles?"

" Well… we had to make it convincing. Dr. Walsh altered some of your genes so that would happen. And to give you a taste for blood, so you wouldn't vomit every time you ate." He shrugs, " but the rest? Not real."

"What else did you people do to us?" Oz says, bitterly, " made me into some kind of wolf killing machine…"

" Willow's a cat, " Buffy says.

" Huh?"

" Some kind of wild cat… big… all red… kinda pretty actually, when she's not scaring me out of my panties, that is, " Buffy shudders at the memory of the other day.

"Dammit" Oz curses, looking at the stretcher in the back. " Why do we have that" he points that Anne-bot"… and not have my cousin here?"

" That, " Giles says, " might be the way to stop Maggie in her tracks. Her and Ethan. I suspect that now that the Government has shut down the Initiative program, she might be looking for a new partner. They may have joined forces, and there's no telling what that might bring about. I need to study it, and find a way to access its memory chips. There might be some answers we'll need in there, in the coming days."

" What're you talking about, Giles?" Buffy asks.

" Do you really believe the government, or Maggie for that matter, is going to leave evidence of its experiments running around? Especially evidence that can talk to the press?"

A silence descends on the van as the significance of his words sinks in.

" That still doesn't save Faith and Willow, " Oz breaks the silence, "turn this damned thing around, or…" He snatches up a rifle, aiming it at the bot. " I'm gonna blow that thing into bits."

Buffy kicks at his arms, causing him to drop the rifle. He scrambles for it, but she gets it first. She bends it into a U shape, then pins Oz to the floor.

" Oz, calm down, " Buffy says, gently.

" I'm not going to let them kill her. I'm not!" He struggles against her strength, but realizes finally it's a lost cause. " Please, Buffy, we've got to help her."

" Oz, Faith's smart, and she's strong," She grins ruefully, " just take a look at my face if you don't believe it. She'll get away… and we'll help her, if we need to."

"We're not abandoning her Oz. We just need to get to a safe place, to regroup, " Giles says." Once we do, we'll plan how to rescue her…like we rescued you."

" Why don't I believe you?" Oz asks, cynically.

" You just have to trust me on this, " Giles replies.

" Yeah, like that's going to happen."

-4-

After running from the clinic, the two large cats enter the woods surrounding UC Sunnydale. Moving stealthily, they gradually blend into the trees, going deeper to throw off any possible pursuers. Every so often, Faith stops, sticking her nose into the air, trying to pick up any human scent. Sensing none, she leads Willow deeper into the woods, finally coming into a small clearing.

Willow, exhausted from the flight, and wounded, lays down on the grass in the clearing, panting. She attempts to lick the wound on her shoulder, but can't quite reach it. Faith, after scouting the clearing, and not picking up any human scent or noise, comes to her. She noses at the wound, and tentatively licks it. Willow makes a soft mewling noise, and licks Faith's face, encouraging her to continue.

The wound is already well on it's way to healing. In their animal forms, they heal faster. It's part of the design Dr. Walsh gave them. It's a means of protection, and a way to hide while injured or in trouble. Faith's tongue washes the remains of the wound, Willow softly purring.

When she finishes, she lays down next to Willow, her head resting on Willow's back. They lay still for awhile, the only thing moving are Faith's ears, as she listens for intruders or trouble. They just like being together, however they're shaped. Willow rolls over finally, and playfully bats Faith with her paw, claws retracted. They soon are in the middle of cat play, rolling and tussling like kittens. Sharp mewls, little growls and grunts punctuate their play. They feel free; freer then they've ever felt before.

The mood changes however, becoming more serious. The bites and scratches become a kind of foreplay between them, each sensing the beginnings of arousal in the other. Willow moves away, and lying on the ground, raises her rump, presenting herself to Faith.

Faith comes up behind her, sniffing her rear, becoming more excited. Her excitement becomes obvious, and she mounts Willow, clawing Willow's back as she inserts herself into Willow. Both grunt and growl as their excitement grows, Faith humping Willow in an increasing frenzied pace. Their bodies move in sinuous rhythm as they near the point. Faith feels the explosion building in her, and in a sudden release, her seed flows into Willow, who growls approvingly. They continue to rock together as Faith pumps more of her semen into Willow. Finally, spent, she withdraws.

Both cats lay on the ground, side by side. In very un-cat like behavior, they seem to snuggle together, each resting against the other. Soon they drift quietly to sleep.

Dawn is just an hour off when Faith raises her large head off the ground. She smells the air, ears moving like radar, but senses no one close. Nudging the sleeping Willow, she rises to her feet, and paces around the clearing, checking all directions.

Willow yawns and stretches, her wound from the evening now a mere scar in her fur. Romping over to Faith, she rubs up against her, as if claiming her as part of her territory. The two large cats stare into each other's eyes, as if communicating silently. Their tails twitch back and forth, and finally, with Faith leading the way, they leave the forest clearing.

It's time to go home.

-5-

" When are we going to go looking for Faith and Willow?"

Oz is pacing around the 'safe house' Giles has brought them to after the raid. It's the morning after the raid, and they've slept little. Oz, not at all, worried about Faith and what might have happened to her. It shows in his eyes, which are beyond the point of bleary.

Giles and Angel are hunched over the Anne- bot, trying to figure out how it works, and trying to take readings of it's ' vital signs' via the device Giles attached to it's chest.

Buffy is at the window, looking out onto the street. She's scanning the area, hoping to see some sign of their missing companions.

"I'm with Oz on this one, " Buffy says, looking into the room, " we're going to have to go looking for them. They might be trapped somewhere, or hurt…and can't get back." Her face gets a pouty, impatient look." Do you guys even care? That they might be hurt out there and alone?"

Giles looks up, impatiently. His temper isn't improved by a lack of sleep. " Of course we care, Buffy. But we can't go out right now, willy-nilly to look for them. There's every chance that the Initiative is still around, looking for all of us. Will it help if we all get captured?"

" Not going to get captured, Giles," Buffy snaps at him, " but I'm also not going to just sit here and wait around doing …"

A crash from the front room stops the conversation. The four of them look at each other.

" Does anyone else know about this place, Giles?" Angel whispers. He starts to move slowly towards the front room.

" No… it's a secret, " Giles replies. " At least, I thought it was."

Angel motions to Buffy and Oz to follow. He moves quietly through the doorway, disappearing briefly from sight. Oz and Buffy crouch by the doorway, awaiting his signal.

Suddenly he's back, and his normally pale face is almost colorless. He looks at Giles, his mouth working.

"What? What is it, Angel?" Giles, puzzled by his reaction, walks to him.

" I think Willow's home…and she brought a friend with."

" What're you talking about, Angel?" Buffy asks, " you think she's home? What's that supposed to mean?"

Angel just points towards the front room.

The other three move cautiously through the doorway, entering the front room as quietly as possible. In the dimness, they can make out a couple of shapes moving around. Finding a wall switch, Buffy turns on the lights.

" Oh, shit!" She squeaks as the ' visitors' are revealed.

Sitting quietly on the front room carpet, tail twitching is a large reddish furred cat. It stares at the three of them, cocking it's head to one side, then the other as if trying to recognize them. But what catches their attention is the cat sitting next to her.

It must be almost 5 feet tall, sitting down, It just stares at them, ears twitching and tail swishing. It is the largest thing they've ever seen.

" What the hell is that?" Oz says, in wonder.

" I think the red one? That's Willow. And if all follows…" Buffy backs up a step, " the big one? Is Faith."

"What the hell are you talking about?" Oz turns to Buffy, confused. " That's Faith… that?" He points at the large black panther.

A growl rumbles in the large black cat's chest. Oz puts down his arm.

" I think she's hungry…" Buffy swallows noisily. " Hope not for …"

But even as the words leave her mouth, something happens to the two cats. They start to change, their bodies shortening, the fur retreating, and their heads and paws taking on more human aspects. There is the sound of firecrackers popping as their bones shift into human form. In just a minute, where two large, hungry looking cats were sitting, two rather smaller, naked women are sitting. Faith quickly shifts around to hide her anatomical anomaly.

" Uhhh…" Willow croaks, her voice dry and hoarse, " think we can get some clothes here?" She blushes, trying to cover the more intimate places on her body.

" Yeah, that'd be good, real good, " Faith's hands are strategically placed to cover something she would have a hard time explaining to Oz, or to Giles.

Buffy ducks out into the other room.

" Faith… it is you!", Oz, glad to see his cousin alive and well, starts over towards her.

" Whoa up, Oz. Love you and all, but not that way, " She chuckles, embarrassed.

" Yeah, naked cousin. More than I needed to see.. ever, " Oz covers his eyes. Giles and Angel have already discreetly turned away.

Buffy returns, carrying two blankets with her. " Sorry guys, thought you'd want something fast. " She brings the blankets over, draping them over the two. She can't help but try to get a glimpse of Faith." This should work for now, until I get some real clothing for you."

Buffy looks at Willow, and her brow furrows. " Hey, I thought you got hit last night?" She is staring at Willow's shoulder, but there's only the faintest scar present.

" I did. Weird, huh? I guess we heal quicker in our animal forms, " Willow says looking at her shoulder.

" You remember being a … whatever you are?" Buffy asks , surprised. " you didn't the other day."

" Kinda… I mean, I remember getting hit at the clinic… then kinda things are fuzzy, but I know we were in the forest… and then … well, here I am."

" What's going on?" Oz asks, puzzled. " you guys all turn into animals, too? I mean… I thought I was the only one. Me and Veruca… and I thought that was just me imagining it because I was nutso …"

" You didn't tell him? About what we are?" Faith turns to Giles accusingly.

" I haven't really had time, Faith. Running for our lives rather took precedence."

" About us? What that's supposed to mean?" Oz looks at the group. " What about us?"

" Giles!" The other four turn towards him, speaking at once.

" Come along, Daniel," Giles takes Oz by the shoulder. " I think we have some talking to do."

The two of them walk into the dining room.

-6-

" Well, well. You lads seem to have bollixed things up proper, now haven't you?"

Ethan Rayne was seated in his study, dressed in his silk robe, talking on the phone. Despite the mild manner of his voice, his face revealed how angry he was.

" Yes, I do understand how a handful of misfits can just waltz into what is supposed to be a secure government facility, and not only somehow free the prisoners, but somehow make an escape under your noses." His tone is dripping sarcasm. " Dr. Walsh will have a meltdown when she learns of your incompetence. She was very much counting on having those two available for further study, " He listens briefly. " No I don't think it will matter that you almost captured two of them. What's that American saying? Oh yes, " Almost doesn't count except in horseshoes and hand grenades." Well, something like that, anyway." He sighs. " Well, there's no help for it now, I suppose. Just collect whatever you can salvage, and get to the estate pronto. I believe we'll just have to accelerate the schedule on " Operation Clean Sweep" now, all considered. Yes, very well. I'll see you in an hour. Goodbye!" He hangs up the phone.

Leaning back as if to think, he face takes on a dreamy, almost abstracted quality. His face flushes a deeper red, and his breathing becomes more ragged and labored.

" Oh yes… indeed… yes, that's very fine. Yes, just like that…mmmm… well… yes…yeeesss… Mmmmmmm"

His body shudders, and for a brief moment it goes stiff. Then he relaxes, leaning back in his chair, and sighs contentedly. His eyes are half closed, and he's smiling. He looks under the desk.

Kneeling there is Xander, dressed in a sub costume of chains and a pair of Speedos. He looks up at Ethan as if for approval.

" Yes, Xander, my boy. You seem to be quite talented in that area. Very well done, indeed, " Ethan praises him, as he reaches for a tissue from the box on his desk. Leaning over, he careful daubs off his semen running out of the corners of Xander's mouth. He then pushes back in his chair, motioning to Xander to stand up. " Now my boy, why don't you go and find something useful to do? I have some business to attend to."

Xander doesn't look Ethan in the eye, rather his eyes are cast down.

" Thank you, master, " He says humbly.

" Well, you are most welcome, my boy. Now, aren't you glad I rescued you out of that elevator?"

" Yes sir."

" Good, now run along, " Ethan dismisses him with a wave. Xander walks out, his hands still bound in front of him. " Oh, and have the maid unlock those for you. She has a key."

After Xander exits the study, Ethan picks up a small black bag sitting behind his desk, and walks over to one of the bookshelves lining the walls. Touching a button hidden behind one of the books, the shelf opens slightly, revealing a passage behind it. Walking into the passage, Ethan touches another switch, and the bookshelf closes behind him.

Ethan hums a little tune to himself as he makes his way down the passage. He's feeling cocky in more than one respect. He realizes that within days, his plans are going to start to be on the road to fruition. All he needs is access to Dr. Walsh's methods and research, and he should be able to see his dreams of being rich beyond measure come true.

Of course, that harridan Walsh could be a bit of a problem. She tends to be a bit stubborn, and I'm sure she has her own ideas about her research. Well… if trouble occurs, we'll just have to burn that bridge when we come to it, won't we? Ethan has no qualms about terminating the partnership with Walsh after he gets what he wants. After all, he didn't make his money by being soft, now did he?

He comes to a door, and gently presses the release to open it. He steps into a room behind the door.

The room is evidently a woman's bedroom by the color and decoration. He walks further into the room, and can hear the shower being turned off in the private bath off the room. He smiles, setting the bag on the vanity next to the bath.

Out comes Cordelia Chase, her body wrapped in a towel. Things have changed about her; some obvious, some more subtle. Her hair, once raven black, is a pale platinum color. Her face and body have also taken on some subtle changes. Her figure, once full bordering on voluptuous, has thinned out a bit. It's more athletic, more svelte. Also, the planes of her cheeks have changed, along with the angles of her face.

" Hello, my dear," Ethan says softly, taking in the woman before him.

" Ethan! I didn't expect you so soon. You startled me."

" You like?" She models for him , turning around. She giggles.

" I very much like, my love, " He opens the bag, and removes a hypodermic. " Are you ready for your treatment?"

" Oh yes, Daddy, please!" Cordelia sits at the vanity. She puts out her arm. Ethan carefully daubs her arm with alcohol, and after checking the hypo, injects her with the fluid. She smiles prettily, her face taking on a dreamy expression.

Ethan has injected her with nanobots suspended in a solutions. The industrious micro- robots are of a special breed. They were developed to work on organic subjects and to affect subtle physiological changes in the recipient. This particular series were developed to change the subject physically, mentally and emotionally, patterning her into a copy of his beloved Anne.

Ethan steps back to admire the work, realizing that very, very soon he will have his beloved back in his arms, and in his bed.

" Now, my dear, it's time we did something with that lovely hair of yours. I have a style that will just suit you."

" I'm always amazed at how talented you are, Ethan. I never knew you did hair styling."

" Oh, my dear, you'll find I'm a man of many talents."

-7-

" Wow, " Willow says, looking down on the stretcher bearing the Anne-bot. " This is totally cool!" She looks up at Giles and smiles. " Where'd you get it?"

It's late afternoon, and after some rest, Willow seems to be her old self again. She saw the robot on the table and immediately had to see what it was about.

"Actually, we retrieved this at the same time we rescued Oz," Giles says, taking a measurement from the little box attached to the bot.

" Yeah, and almost got you killed in the process, " Faith says, frowning. " You playing around finding this thing almost cost us big time, Giles." She's still burning about Willow getting shot during the rescue mission.

" Faith, don't be a poop. I'm fine now, " Willow says, fascinated by the robot. She's always had a thing for robots. " So, how does it work?"

Faith shrugs, and shakes her head, walking away from the two ' mad scientists' in the room. Isn't that just so her? She nearly gets killed, but show her a shiny new toy, and she's all excited.

" Actually, I was hoping perhaps you could help us figure it out. I believe this is one of Ethan Rayne's creations, and I suspect there is a lot of information we could mine from it, if we could figure out how to activate it again."

Buffy, who's been watching the two of them fussing over the bot, hands Willow a large manila envelope. " We found this sitting by the thing there when we retrieved it. We picked it up, hoping it would tell us about …it, but so far, we can't make head nor tails of it."

Willow takes the envelope and carefully extracts the contents . there are two items in it: A small foil wrapped chip, about the size of a dime, and a large manual. On the cover the manual reads:

Activation and programming manual for the D.A.W.N. Processor.

" Hmmm, " Willow says, opening the manual. She starts flipping through the pages, stopping here and there briefly , as if finding a particularly interesting passage. After about 10 minutes, she puts the manual aside, and takes up the chip.

"Well, if I read this correctly, this little chip is the main processing circuit for the robot's neural network. In short, you might say, I have the bot brains right here in my hand, " She chuckles," Kinda small, isn't it?"

" That's the main processor?" Giles asks, fascinated, " I would've expected it to be larger, considering the complexity and sophistication of the android."

" Yes, well, I guess size doesn't matter, does it?" Willow grins. " Nice thing is? This is a spare, and un-programmed except for the most basic functions. Essentially, we can replace the current processor with this one, and program it to well, essentially, dump its memory to us." She opens the manual again, and flips through it till she comes to the section she wants. Laying it on the table, she scans the instructions briefly, then turns to the bot.

" According to the directions, her neural chip should be located here." Willow runs her finger along the Anne-bot's left brow ridge. Her brow furrows, and she turns to the instructions again. She goes back to the bot, and moving her finger a quarter of an inch up towards the hairline, runs it along the skin again. She smiles when a small whirring noise happens, and a slot opens up in the side of the bot's head. A small drawer comes out, with the old chip in it. " Ah, there it is!" She gingerly takes the old chip, and sets it aside. Ripping the bag, she takes out the new chip, and places it the tray. She touches the spot on Anne-bot's head, and the drawer closes, the slot closing in the head. Willow turns back to the manual, and reads a few more pages carefully.

" Let see, " She moves down the bot, until she comes to the area just below the clavicle. " Ok, should be here." She pushes in a spot just above Anne's cleavage, and a door seems to open in her chest. It reveals a keypad, containing numbers, letters and some odd looking symbols. " Ok then" She consults the book one more time, then starts keying in a sequence. When she is done, a small green light on the keypad glows, and there is a small audible beep. Then nothing.

" Hmmm… that should've done something." Willow's brow furrows. She turns back to the manual, and reads it again. " Oh dear, how silly, of course." She turns around, her cheeks a little pink with embarrassment.

She moves back to the bot, and reaching around the side, just above the left hip, presses into a small depression. Another green light appears on the keypad, and then the door automatically closes. A series of tones sound, and then one long beep occurs. The bot's eyes flicker, and then open. It moves it's head back and forth, then sits up.

" Hello. Where am I?"

To be continued


	14. Chapter 14

Disclaimer: Second verse same as the first. this is not your poppa's sunnydale there will be M/F F/F pairings. adult sexual situations and violence maybe even some drugs. you know, the good stuff.

oh, and Joss Whedon owns all.

Feedback: God please yes

A/N Willow Rosenberg will now be played by Rory Wilkens and Angel will now be played by Liam McConnell. if you read it all will become clear. i hope

Well, on with the show.

Initiative, Part 13

-1-

" Hello, where am I?"

The Anne bot startles both Willow and Giles when it suddenly awakens. Sitting up, completely nude, it looks at Willow. A flash seems to go off in Willow's brain.

" Rory? RORY! HELLO!"

" Where am I?" The red-headed college student lifts her head off the desk. She feels herself being shaken.

"Rory Wilkins, what's your problem? You're sleeping in class, again!" Claire Woolstone shakes her friend again. " You know what Prof. Dzundsky said if you caught you sleeping again."

" Geeze, it's not like I'm not doing the work. It's just those damn dormies of mine. I swear, all they do is party. All night long. How the hell is a girl supposed to sleep?"

" Try the library," Claire cracks, " I hear they have couches in the back."

" Funny, C. A real hoot," Rory shakes her head.

" Speaking of the work…" Claire looks at her friend expectantly.

" I've got it, I've got it, " Rory, feeling harried, looks through her papers. " It's here, somewhere…"

" God, Rory, you're such a mess. You need a maid… or a wife, " Claire giggles. She helps her friend look, and pulls up a sheaf of papers triumphantly. " Got it!" She looks at the papers, disgustedly. " You ever hear of folders?"

" Hey, if maybe YOU helped me once in awhile on these joint projects of ours…" Rory complains.

" C'mon, you know how I am about physics. Like, I can't tell a weak force from a quark…" She sees the lecture look in Rory's eyes. " Don't. You're just wasting your breath."

" So, why'd you take physics, then?" Rory shakes her head, trying to wake up.

" Thought it'd be cool, and you were in it, and it satisfies the science requirement."

" And you knew I'd write your papers."

" Well… yeah."

" So, Ms. Wilkins, you decided to join us in the land of the awake, then?" Professor Dzundsky, a tall , lean figure with a penchant for the sarcastic, stands overlooking the pair. " May I take it you have the paper you were assigned?"

" Got it, Doc, " Rory says, handing the papers to professor.

Prof. Dzundsky wrinkles his nose in disgust. " This is hardly acceptable, Ms. Wilkins. You know work is to be bound in a folder, and have an index and foot notes."

" Oh… wait…" Rory pulls out her bag, rummaging through it. She pulls out a few more sheets of paper. " Here you go, footnotes and index" She smiles up at him.

" Well, better. But I really want this in a cover. I'll expect it tomorrow morning, and I'll only dock a few points for lateness…"

" It's not late!" Rory complains.

" It's not ready to be handed in, " Dr. Dzundsky waves the papers in front of Rory and Claire, letting them drop." It's late."

He walks away, collecting the other students' projects.

" Not cool, Rory, " Claire complains, " I can't afford a lower grade."

" And I can? This is my major, after all. You're just here as the comic foil, " Rory snaps.

" Hey!" Claire looks hurt.

" Sorry, just tired… cripes, what does that nazi expect from me, anyway?" Rory shakes her head, " not like the others in here even come close to me in … aw, forget it." She sighs. " So, get a cover, get it bound, and make it pretty?"

" Gee, I gotta do all the work," Claire complains.

" Yeah, you poor baby."

"All right, then, " Prof. Dzundsky addresses the group, " I have your assignments. Hopefully, most of them will be interesting enough to keep me awake while I grade them. Now, if any of you have any last minute work to catch up, you can spend the rest of the time finishing up. The rest of you are free to leave for the day. Except, there are a few students I would like to see before you leave. Ms. Wilkins, if you would step up to the front, please."

" Aw crap, now what?" Rory complains to Claire. She stands up, seeing the eyes of the students glued to her. Teacher's pets gonna finally get it was the mood in the class.

" Ok, Doc, I'm here, " Rory stands, hands behind her back. " What's the problem?" She suddenly feels weak and woozy. Gripping the edge of the desk, she holds herself up.

" I think Ms. Wilkins, we need to have a conference about your overall performance in class. It's no secret your brilliant, Rory. But lately, you're work has been less than stellar. You've been late, your work is sloppy, and… Rory? What's wrong?

" Rory? RORY?"

" WILLOW!" Giles says, shaking the young red-headed girl vigorously. " Are you quite well?"

" Huh? What? Mr. Giles? What're you doing here?" Willow looks around, and realizes she's NOT in a college lecture class.

" Doing here? We're trying to reactivate Anne… which seems to have happened. But then you went off somewhere."

" Huh?" Willow is still confused between flash and reality.

Dr. Giles looks concerned. He comes over to Willow, and starts poking around, looking into her eyes.

" Ok, Giles, you get any more personal, and I want dinner and a ring, you know?" Willow jokes defensively.

" Willow this is serious, " He pulls out his stethoscope and places it on her chest. " Have you been blacking out a lot?"

" What? Blacking out?" Willow waves her hand. " Geeze, no! I'm just tired, Giles. We nearly got all shot up by the Initiative, remember? I just didn't sleep well, and …uh… I zoned out. Don't get all Mommy like on me."

" Hmmm," Giles hasn't found anything off. " I'd like to do further testing on you. I'm a little worried about you."

" Giles! I'm tired. Just lets get back to work, " Willow says, dismissing his concerns. And freaking a little. What was that daydream about?

" Maybe we should call it off for now, let you get some rest," Giles looks at her worriedly. " I don't like how that shoulder wound is healing."

" No! This could be important Giles. Just take a chill pill, and let's get back to work." She turns back to the Anne-bot, who's sitting up, fully unclothed. Wow, isn't she something? Willow thinks to herself, seeing the rather comely appearance of the bot. She feels a slight flush go through her as she realizes she's attracted to the 'bot's beauty. She a machine, Will. Geeze, that's just… nasty!

" Well, Anne, it seems you've made a full recovery, " Giles is studiously avoiding looking at the 'bot. " Ahem, you're not cold or anything, are you?"

" No, of course not, Dr. Giles. I'm just naked. I don't feel cold like you and Ms. Rosenberg do." Anne answers truthfully. " Oh. Is it because I'm naked? Does that embarrass you?"

" Excuse me?" Willow pipes up. She too is avoiding looking at Anne.

" Yes, Ms. Rosenberg? How can I assist you?"

" Well for one, my name? How do you know my name?"

" Oh, don't be silly, Ms. Rosenberg. I know the names and faces of all the personnel and subject of the initiative. It's hard-wired into my permanent memory chips."

" Really?" Giles is intrigued. " What other information do you have?"

" Oh, I have all the information I downloaded from the Initiative databanks during my tenure with the project. The entire Project Moreau file. And, since I snuck in one night, in my previous incarnation, the personal notes and diaries of the director, one Dr. Marguerite Walsh." The Anne-bot frowns. " I really wish you two would look at me. It's hard to have a dialogue to your backs."

Willow is looking at her hands, trying not to look at the blond 'bot. She feels her ears turn red.

" Well, it's rather disconcerting to look at you in your present state, Anne, " Giles says, looking at the wall.

" Oh yes, it's the naked thing, isn't it?" Anne responds. " Well, I usually find people are much more relaxed after sex. Would you like to have sex, Dr. Giles?"

Giles turns a bright red, and makes a rather interesting choking noise. Willow for her part bursts out laughing, somewhat embarrassed for the both of them.

" Oh, don't feel left out, Ms. Rosenberg. I quite enjoy sex with females too. You are free to join in, if you wish?" Anne smiles brightly in her direction.

Willow feels a blush from her head to toes. Gosh, exactly what did this madman program into this bot? And why am I blushing like a fool? " No… no… that's ok. I have a girlfriend."

" Yes, of course. Faith. Your biological and genetically enhanced mate. She can join in also, if she wishes." Anne-bot smiles at her. " Actually, considering her modifications, it might prove quite interesting."

" Modifications?" Giles asks, befuddled." What would those be?"

" Oh, didn't you know, Dr. Giles? Faith was enhanced with the ability to …." Anne bots finds a small hand blocking her mouth. She looks at Willow questioningly.

" Well, that isn't important now, is it?" Willow says. Jeepers that was close! " I really think we should put that idea on hold for now, and get back to …" Willow tries to divert the subject.

" Oh, I understand. You think because I'm an android, I don't have the proper equipment. I assure you, Dr. Rayne was very careful to create biological sexual organs for me, including a clitoris. Trust me, they are fully functional. Would you like to inspect them?"

"As fascinating as I'm sure that would be, " Giles, having recovered some of his equanimity, replies, " I think for now we have to concentrate more on the data you've recovered. But, if you please, if you'd wear this? It would make things go a bit more smoothly, " Giles holds out a blanket to her.

" Of course," Anne takes the blanket and drapes it over herself. " Maybe we can have sex later?"

" Yes, later, " Giles replies dryly.

" So, how can I assist you? What would you like to know?"

Giles and Willow look at each other. Goldmine!

-2-

Faith stands under the stream of hot water, luxuriating in the feel of it on her skin.

After last night's little foray, and the resultant all nighter, she's pooped. She's hoping the water will revive her. Never mind she feels stinky, especially with the rather pungent odor of cat. She's still somewhat freaked about what happened last night, turning into a cat. Well, let's hope we don't see that too often.

Grabbing the soap and a body sponge, she begins to soap herself. Looking down, her attention is brought to her penis, which due to her exhaustion, is flaccid. Still, it's rather on the impressive size. I'm never gonna get used to that. How do boys get used to looking at that floppy thing? And exactly what nut decided to put one on a girl? I mean, c'mon, what? Did you run out of boy genes to play with? Or did you really just want to make my life hard? No pun intended!

Her reverie is disturbed by a loud knocking at the bathroom door.

" Hey, occupado!" Faith calls out.

" Faith. It's Oz. Hey, can I come in and pee?"

" Can't it wait?" Faith calls out, " I'm in here showering!"

" Really can't, " Oz says, sounding urgent. "I'm well beyond the pee-pee dance."

" I'm naked Oz, for god's sake. Hold it for just a little longer."

" Faith, I really can't. Please, or I'm gonna wet the floor." Oz sound desperate, " anyway, you're behind a shower curtain. I'm not gonna peek. Can you say gross?"

" Alright, alright. Come in. Just do your biz and go."

" Thanks, Faith, you're the best."

Oz quickly opens the door, and zooms for the toilet. After a brief struggle with the zipper, Faith hears a rather strong stream of water hitting water.

" Geeze, why didn't you take care of that earlier?" Faith, always curious and never a shy violet, peeks out through the curtains at Oz. Mine's bigger she thinks to herself. Oh god, now I'm doing comparisons. How guy can you get? She closes the curtain before Oz notices.

" So , where is everybody?" Oz asks, flushing the toilet.

" I dunno. Buffy and Angel are around here somewhere. Probably macking on each other. Those crazy kids. And Red is down with Giles, playing mad scientist."

" Huh?"

" Oh, didn't you know? When we busted you out, they recovered a robot thingie from the lab."

" I didn't think Dr. Walsh was doing robots, " Oz said, standing and watching the shower. He could make out Faith's outline. Man, she's a hottie. OZ! She's your cousin! This is no time for those kinda thought, perv-o!

" Don't think it was Walsh's bot. I think Giles said it was created by an Ethan Rayne."

" Rayne? Why does that name sound familiar?" Oz struggles to remember.

" Don't know, don't care. All I know is that the two of them are down checkin' out that thing, giggling like a couple of kids with a new toy."

" Gee, you sound just a little jealous, Faith."

" Did you see that thing, Oz? I got a glimpse of it. It's shaped like a woman… and a damned hot looking woman, at that."

" So?"

" So? I don't like the idea of my girlfriend getting all excited over that …. Thing."

" What's wrong, Faith? Afraid Willow's gonna dump you for Roberta the robot?" Oz laughs.

" Don't be an ass, Oz, " Faith growls. " Make yourself useful and hand me a towel, I mean, if your gonna hang around, I can't exactly get out this way!" She pokes her hand out of the shower.

" Ok, ok, " Oz goes over across the bathroom to the towel bar. " Faith's jealous of a robot" He sings, teasing her.

" Yeah, well, keep that up, and you're gonna need some bionic parts to hold your wiseass together." She shakes her hand impatiently. "C'mon already, I'm turning into a prune in here!"

No one notices the little puddle of water that's formed by the shower from Faith's hand. Oz, a little chastened, hurries back with the towel. His shoe hits the puddle and he overbalances, trying not to fall. He falls toward the shower, grabbing the shower curtain to stop himself. It pulls off its rings, and all of a sudden there is a very naked Faith staring down at a rather embarrassed Oz.

" Geeze, Oz you klutz!" Faith makes a grab at the curtain to cover up.

Not before Oz notices a rather odd thing on his cousin's anatomy. He looks up at her.

" Ummm. Faith? What's that?"

" What's what?" Faith asks, defensively.

" That!" He points at her groin area.

" Oh for god's sake, Oz. I mean, you slept with Veruca for a long time. Don't you know what a vagina looks like?"

" I do, and that isn't what I saw!" He reaches for the curtain.

" Hey. HEY!" Faith bats his hands away, " Private stuff there. PRIVATE STUFF!"

But it's too late. Oz grabs the edge of the curtain, and pulls it away from Faith's hips. He reveals Faith's little secret. He looks at it, then scrambles back away from Faith.

" Holy CRAP, Faith! What the hell is that?" Oz is now at the other side of the room.

" Geeze, Oz. It's not like you haven't seen a dick before." Faith blushes, covering up.

" Yeah, but not on my cousin. My GIRL cousin!"

" Well, now you have. So, wanna go away now?" Faith is embarrassed, ashamed and getting angry. " Not like I really wanted you in here doing an inspection."

" But how… where… when did this happen?"

" Well, gee, Oz, one night I lost a tooth, and the tooth fairy brought it for me."

" Faith!"

" Ok, ok, " Faith says, briefly explaining how this came about. Oz's eyes go wide.

" You're telling me you met Willow one night, and boom, it just grew in?"

" Something like that, yeah."

" That musta hurt."

" No, but I was wearing tight, skin tight jeans. THAT hurt!" Faith giggles, embarrassed. Geeze, I can't believe I'm talking to my cousin about this. She shivers.

" You cold?" Oz sees the shiver.

" Yeah, so think you could go now?"

" Ok, I'm gone." He walks to the door, then stops. " Think I could see it again?" He asks.

" NO!" Faith yells. Then she says in a calmer voice, " no, geeze, Oz, it's not like an exhibit. Just go, ok?"

" I'm just curious. It's not every day you see a girl with a penis, you know." He ponders. " Does it like, work?"

" What the hell does that mean?" Faith is flustered by all this.

"Well, does it like… do you pee through it?" Oz asks, staring at her crotch.

" Would you stop staring at me?" Faith bristles." Yes, I pee through it. Happy now?"

" Don't get all Veruca on me, Faith, " Oz bristles back.

" Oz, you're really not making me love you more right now, " Faith shakes her head, " Comparing me to that skanky ho…" She realizes that Oz loved that skanky ho, and stops. " Sorry, man. Just this is wigging me out."

" No, that's ok. You're right. She was a skanky ho. I just didn't see that when I was with. I guess I didn't want to see it." Oz frowns.

" Hey, man, you were in love, it's cool. I get it. I know what it can do to you, " Faith smiles, thinking of Willow.

" Yeah, maybe. But I was stupid. She never loved me back, I got that now. I'm a total dork."

" Naw," Faith says, " Just my dope of a cousin."

" Can I ask another question?"

" Is this about my penis?"

" Yeah," Oz grimaces, waiting for the explosion.

" Fuck, why not?" Faith shrugs. " You sure looked goofy when you saw it." She chuckles.

"Well, was a bit of a shock Faith. I mean, if you weren't my cousin … you're a major league hottie, and you got a …"

" Yeah, ok, I know. I'm kinda used to it by now…sorta"

" Well, I wanna know… do you… I mean when you're with Willow…does it? Work? Get hard?"

" Yeah, and to answer the next question, it spits out boy juice. So, are we done here now?"

" What're we gonna do now, Faith?" Oz asks out of the blue.

" Ummm. You're leaving, and I'm gonna dry off and get dressed."

" No, I mean with our lives. What're we gonna do now?"

" Look, Oz? I'm not like the boss. All I know is , soon as I can, I wanna pack up, grab Willow, and get the heck outta this place."

"So, you and Willow? You're really like a couple?"

" Couple of what?" Faith teases.

" You know what I mean, " Oz frowns, " I mean, I thought all that mating stuff was programmed in."

" I dunno, Oz. Maybe the attraction thing. But I really love her… you know? I can't think of life without her, " Faith gets a little dreamy eyed. Then she snaps back." But I… we… gotta get outta here." She shakes her head. " Those freaks might come back looking for us."

" I thought we were the freaks, " Oz says. His eyes have wandered to Faith's covered crotch again.

" Not like them… oh Jesus, Oz, you're doing it again!" Faith barks at him. She shakes her head , and impulsively pulls back the bunched curtain. Taking her penis in hand, she holds it up for him. " Ok, satisfied? Just like yours."

Oz turns red." I'm sorry, It's just so…so…" He shrugs.

" Ya know, Oz, your interest is bordering on the fanatical here. I'm beginning to think you're gaying out on me here."

" Well, if guys looked like you, I'd definitely be gay, " Oz smirks.

" Ok, now this is just getting way to weird. First gay now incestuous. We're cousins, remember?"

" No, we're not. Just another lie they told us, Faith."

" Yeah, well, I think of you as my cousin, so …" She covers up again. " Scoot, get lost. I want to get out now."

" Yeah, got it, " Oz stands and turns. " Later couz."

Something in his voice catches Faith's ear.

" Oz, what about you? What you gonna do?"

" Dunno, Faith. Not like I got anywhere to go. Guess I'll stick."

" Oz, you can't. They're bound to come looking for us. They'll get you."

He shrugs. " So? Who cares?"

" Well, I do, or didn't you notice when I was busting you out?"

He stops, back still turned to Faith. " I'm a freak, Faith. I shouldn't even be alive. But I am." He turns around. " I'm a fucking wolf-boy, Faith. I hate me, being me. I really don't care what they do to me." He turns and walks to the door.

" Oz, man, don't. You can't think that way. You don't deserve to die, honey. " She stands up, not caring about modesty anymore. She goes to her cousin, and holds him.'" Baby, I'm a freak too. I turn into a big cat, you know? So, you're not alone, baby. We freaks gotta stick together." She hugs him.

He looks at her, her face. " Faith, you've got Willow. Buffy's got Angel. I've got… nothing. At least, Veruca was something. Now I don't even have that."

" You'll find someone…."

" Oh yeah, and when I wolf out? No, it's not gonna happen. I'm the odd man out, alone. Believe me, it's a bad place to be." He pushes her away. " I gotta go, gotta think."

" Oz!" She reaches for him.

" Just go away!" He shoves her back, and before she can recover, is out the door , slamming it behind.

Faith stares at the door. She sighs, and turns around, grabbing a towel.

" Good one Faith, " She mutters to herself. " Watch out Tony Robbins. Faith's makin a play for your job."

-3-

Willow, while Giles questions the Anne-bot, picks up the manual that he and Buffy snagged from the Initiative. She casually starts to thumb through it, reading the suppliers page. One supplier in particular strikes her eyes.

Brandon Microtrends: Suppliers of custom made microprocessors for all applications.

She starts to blink rapidly, and the lights in the lab seem to fade.

" Willow, did you catch that?" Giles looks over at her, and then stands up quickly

Willow has passed out, teetering on the edge of her chair.

" Oh, my goodness! " Giles says, rushing over to her.

" Is Ms. Rosenberg quite alright?" The Anne-bot asks. " Do you require assistance?"

" No. I have her. You stay here."

Giles lifts Willow, and slinging her arm over his shoulder, leads her out of the impromptu lab.

-4-

" Mmmm, that was nice, " Buffy smiles a cat- that- just- ate- the cream smile. She slides her body onto Angel, pushing back and down on the couch, " So, " she says throatily, " lets make more nice." She licks his lips. " mmmmm".

Buffy was still a little revved up from earlier, when she and Willow were teasing Faith. And it got a little beyond teasing.

They kiss for awhile, Buffy snuggling into Angel, moving her body around so he can be reminded she's not just for looking at. She gets up, and moves to straddle him, starting to unbutton his shirt.

" Buffy, I'm loving this, believe me, " Angel says, his breathing definitely on the heavy side, " but we really need to talk."

" No we don't, " Buffy giggles, starting to kiss his chest. She takes one of his nipples in her mouth, and nips it lightly.

" Really, we do, " Angel gently pushes her back, and sits up. Buffy's face clouds over.

" I don't understand it, Angel, " She says, scooting away and crossing her arms over her chest. " We finally get a few minutes alone, and you wanna talk." She shakes her head, not believing this.

" Buffy, I love you. You know that, " Angel reaches to pull her close, but she pushes him away.

" Not really showing that, buster, " She says, her tone none too happy. She frowns, and her bottom lip quivers just a little. "What's wrong with me, Angel? Don't you find me sexy anymore?"

" Of course I find you sexy. God, you make me crazy sometimes you're so sexy!" Angel looks, and sees Buffy's not believing him. He takes her hand and gently places it on his groin. Her eyebrows arch, and she looks at Angel with renewed interest.

" Did I do that to you?" She giggles, gently stroking him.

" Er… yeah… but that wasn't an invitation to… Buffy, stop it!"

" Why?" Buffy leans over, and starts playing with his zipper. " It's pretty obvious you're interested." She digs in his pants, and then gently pulls out his penis. " And I'm definitely of the interested." She leans over, and gently kisses the head.

" Uuuuhhh…. Buffy…. No!" He pushes her away, and puts his penis away. " We have to talk. Things have changed. They're different now, and we have to figure out what we're gonna do now."

Buffy gets an enormous, wide- eyed hurt look on her face. Sitting up, she scoots away from Angel on the sofa, fussily adjusting her clothes.

" Ok, I get it, " Buffy says, tone flat," let's talk." She doesn't look at him.

" Buffy, I'm sorry, really," Angel moves over to put his arm around her, but she shrugs him off and moves closer to the end, " but now that everything's out in the open, we really have to figure out what we're going to do."

"Well," Buffy says petulantly, " We were going to have some fun, Mr. Buzz Kill, until you decided to get chatty."

" Buffy, right now…"

" No, this isn't ' right now'," Buffy complains, " it's been going on for awhile. Ever since Halloween, you've been avoiding me, like… " she looks at him, scared." Is it me? Is it … aren't I … don't you like me anymore?"

" That's ridiculous, Buffy," Angel says, " I adore you. But don't you see? We… everything is all mixed up now. We've got to figure out how we're going to go on from here. I mean, are we going to leave Sunnydale? And where do we go? And you're a kid, how do we …"

" Not a kid, " Buffy says, childishly, " I'm a woman."

" Yes, I know that, but age wise? You're still a teenager…"

" Yeah, and you're so old! For all we know, I might be older than you. I mean, there's no telling when any of us were created, right? Maybe I came first, did you think about that? Maybe they just accelerated you're age in the tank… or whatever they put us in." Buffy stops, thinking about her dreams. " Tank…" She trails off.

" What?" leans over towards her. " What is it?"

" It's just… those dreams I had. Of being put in a tank… or maybe it was someone else. She was older than me, I think… and when we were at the Initiative last night, there was this door. I felt a pull… I wanted to go in there, it was important… but I couldn't get in. And then Giles called me… I …" She looks at Angel. " I think it was … I think she was in there…"

" She?"

" The woman in my dreams… but who is she? And … I don't know. I just don't know." She hugs herself. She gets angry, " And now you don't want me. Maybe I'll just stay in Sunnydale. NO! I don't want to be around these… crazy people anymore. I don't… know what to do," She turns to Angel, " What do we do?"

" That's what I was saying, Buffy, " Angel 's tone is gentle, " We need to make plans…"

" Not now, please? Just hold me now, ok?" Angel puts his arms around her , and she leans against him, head on his chest. " That's better," she sighs. " I wish mom were here. She'd know what to do."

" Buffy…"

" I know she's not my mom, Angel. I know she's part of this, but the weird thing is? I love her!" Buffy confesses. " I was mad at her, wanted to … I don't know, but it wasn't nice, but I love her, Angel. I only know her as my mom. The one who fixed my knee when I scraped it and made birthday cakes for me and tucked me in and … all that stuff." She seems to shrink a little, " I know it's all a lie, but I feel it, Angel. And I miss her."

" Buffy… "

" I know it's stupid but I can't help it."

" Buffy, maybe you should make it up with her?"

Buffy looks at him hopefully, then her face falls.

"That's not gonna happen, Angel. She … she doesn't want me. I'm not her daughter, just some test tube thing to study…"

" Buffy… I saw her that day. At the Chases. When Giles told all of us the truth, I saw her expression. She was shocked, Buffy. She didn't have a clue. And when you ran off? She was scared, Buffy. I think she thought she lost you forever. You can't fake what she was feeling. Not like that." He looks deeply in her eyes. " I think she really loves you, Buffy. Like a mom loves her favorite daughter."

Buffy's lower lip started quivering, and a tear rolled down her cheek… followed by a flood. She leans into Angel, and starts crying quietly. Angel holds her, stroking her hair.

" Buffy," He says finally, " whatever you want to do, I'm with you. If you want to stay in Sunnydale, I'll be with you. I'll do my best to protect you and Joyce."

" Like, I'm not Supergirl? I can't protect us?" She chides him, but you can see the love in her eyes. She whispers ," thanks." She leans against him. " Do you think maybe we could talk her into leaving Sunnydale? Go away with us?"

" If it meant keeping you in her life? I think she'd go anywhere." Angel says. " Like me."

" I love you, Angel, " Buffy says softly. She slips her arm around his neck.

" I love you too, Buff, " Angel pulls her close, and they begin to kiss.

" Can I get some help here, please?"

-6-

" Can I get some help here, please?"

The doors to the ER entrance burst open, and two paramedics wheel in a stretcher. On it is laying a young man, late teens. He's pale, with his eyes closed, his complexion having a grayish cast. With him is a young woman of indeterminate age, following along with the stretcher.

Dr. Liam McConnell, the on-duty resident, rushes over and starts querying the paramedics for information.

" His BP is 100 over 60, doctor, and falling, " one of the paramedics reports. " his vitals are weak, and his pulse is fast. He's lost a lot of blood, and I think he may have been using drugs."

Dr. McConnell turns to the young woman, who's standing a little off, looking at the victim . She looks confused and scared.

" Do you know him?"

She doesn't answer, just keep staring.

" DO YOU KNOW HIM?" He says louder, breaking her out of her daze.

" Yeah, he's my man. Is he… is he gonna be ok?"

" Was he using drugs?"

She doesn't answer.

" Was he using drugs?" He repeats, annoyed. " look, I have to know. Is he clean or not."

" No… yes, I mean yes, he … smoked some crack…" She's shaking.

He sighs. His job just got a whole lot harder. The girl goes over to the stretcher, and starts talking to the victim. " It's gonna be ok. We got you to the hospital, babe. They're gonna fix you up good, just hang in there, ok? Just don't you die on me, you punk. You hang in there, you hear me? You gotta live, HEAR ME? DON'T YOU DE ON ME". She ends up screaming at him.

" You're going to have to go, Miss. Now. We have it." He tries to pull her away.

" You're gonna fix him, right? He's gonna be ok, right?" She looks at McConnell wild eyed. " YOU GOTTA FIX HIM!" She struggles against him. " I GOTTA STAY. MAKE SURE YOU DON'T KILL HIM. LET ME GO, YOU FUCKER!" She tries to hit him.

" You're going to have to leave, now!" Liam nods at the guards, who come up and grab the girl. She struggles against them as they pull her out.

" NO, NO, NO! LET ME GO! I GOTTA STAY. YOU GOTTA FIX HIM, HEAR ME? FIX HIM! OR I'LL KILL YOU, I SWEAR I 'LL KILL YOU…." Her voice is cut off when they drag her out of the ER.

Dr. McConnell, stares at the entry doors, shaking his head. Man, she's so high it's … he sighs.

" Liam? I need your help here… Liam? Liam?"

"ANGEL!" Giles yells at him. " I need your help here!"

"What? Sorry, sure." He walks over to Giles. Taking Willow's feet, he helps Giles to get her on the couch.

" What happened, Giles?" Buffy asks, looking worried.

" I really don't know. We were working on the Anne-bot, and she passed out. Damn, " Giles curses. " I wish I had better medical facilities here. I really would like to run some tests on her. I don't think she's at all well."

" She sick?" Buffy looks up at him, " She's gonna be alright, though… isn't she?" Buffy looks scared. " Isn't she?"

" I think so, " Giles comes over. He pulls back on her blouse, revealing the bandage where her wound is. " I just wish I knew more about those weapons they were using. I have no idea the extent of damage they might have caused."

" We'll just have to wait and see." He says, looking a little grim.

-7-

" How many times do I have to say I'm sorry?"

Rory Wilkins is in her dorm room; the one she shares with Claire. She is sitting on her bed, her boyfriend, Brandon Rourke, standing by her, looking angry. Claire is at the desk in the opposite corner.

" Sorry doesn't cut it, Rory!" Brandon moves away from her, " I told you how important last night was to me!'

" I know. I 'm sorry, but Dzundsky assigned this paper last minute, and I had to get it out. I had to, Brandon, or the sadistic prick would flunk me. And I'd be kicked out of the physics program. I didn't have a choice!"

" You had a choice, Rory. You could've been there, with me, when I was accepted into Delta Kappa Gamma. But you chose to be here, working on a paper. That was important to me, Rory. Very important. And you decided homework was more important."

"Brandon, please. I told you, I can't flunk out in physics."

"What is your problem, Brandon?" Claire calls out from the other side of the room, " can't you hear? This is her life she's talking about here. She can't help it that Dr. Nazi assigned a paper the night you and your frat buddies have a party. Back off, bozo."

" Shut up, Claire. This isn't your business."

" It's my biz when you start attacking my friends, " Claire stands up, walking over. " Don't you get it, moron? Rory is some kinda genius. She's smarter than you'll ever be, that's for sure. She needs physics to be accepted into the advanced Bio-engineering program here. She's struggling, and you're not helping at all. God, how selfish can you get?"

" if she's so smart, how come she's failing physics?" Brandon sneers.

" Because she, for some unknown reason, is crazy about you. and instead of studying like she should be, she's going to all these parties with you, getting no sleep, looking like hell, and doing things at the last minute. Her work is like going in the toilet, and it's your fault, you pig!"

Brandon laughs, and pushes her.

" That's crap. The real reason you're all hot is because you got like this major lesbo crush on my girlfriend, and she doesn't want to have shit to do with you, you dyke. You can't stand it that she loves me and not you, you frigid bitch!"

"STOP IT! BOTH OF YOU!" Rory is off the bed, getting between them. " Knock it off. C'mon, chill. Both of you!" She turns to Brandon. " I think you better go."

" What? Me?" Brandon is furious, " Are you blind or what, Rory. All Claire is doing is trying to split us up so she has a shot at getting in your pants!"

" Don't talk about her like that!" Rory yells at him. "Get OUT!"

" Yeah, Frat boy, get out!" Claire chimes in.

" You fucking…" Without warning, he hits Claire straight in the face. She crumples to the floor.

" Claire?" CLAIRE!" Rory runs over to her, checking her out. " You son of a bitch …" She jumps up, going at Brandon. "What the fuck have you DONE!"

Enraged, Rory jumps on him , beating him around the back and head and shoulders. Brandon puts up his arms to defend himself, but Rory is like woman possessed. Finally, he grabs her, and throws her across the room. She hits the bureau, hitting her head on the corner. She slumps to the ground, bleeding.

Brandon, panicked, runs out of the room.

A few moments later, Claire comes around. She sits up, and is hit by a shooting pain in her face.

" Whadda fuck?" She says, touching her nose and whimpering. " That bastahd bwoke my nodse."

Still groggy, she looks around and sees Rory slumping by the bureau. Then she sees the blood on the bureau and floor.

" Ow ma gawd… Rowry!" She crawls over, and sees her friend bleeding from the back of the head. " ROWRY!"

She struggles up, and looks around, forgetting in her panic where the phone is. Finally, seeing it, she rushes to it, dialing 911.

" Hello ... pleadse hep me… we need hep… my friend… she's hurd bad…bleeding…yes… Founder's Hall, room 334…"

Losing it, she drops the phone and rushes back to her friend.

" Rowry…Rowry… oh, Gawd, Rowry…wake up…WAKE UP!"

Willow suddenly sits up on the couch. She looks around, confused, as if she's never been here before. She blinks her eyes rapidly, as if to clear her sight.

" Where… where am I? What happened?" She asks, bewildered. " What's going on?"

" You fainted, Willow, in the lab," Giles says quietly. " I brought you in here so you could rest."

Buffy is kneeling next to her, Angel standing to her right. In the doorway Oz is accompanied by a pale, upset looking Faith. You can tell her clothes were hastily thrown on.

" Why the grim, guys?" Willow tentatively smiles, " Hey, it's just a fainting spell. Everybody looks…" She trails off, looking into the sea of serious faces surrounding her. She starts to get a little queasy.

" Willow," Giles says, trying to keep everything calm, " I want to run a couple of tests on you. Just to be sure everything is alright. "

Willow looks around, and suddenly feels like everything and everybody is closing in on her. Tossing off the blanket, she stands up.

" No… no tests. I don't want any more tests, " She says quietly, but the tone is shaky.

" Willow, it's important. I don't like the way that wounds healing, " Giles says, coming over to her. " Come with me, please."

" No… no I don't want to!" Willow cries out, backing away. " Why don't you leave me alone? All of you?" She backs towards the doorway. " All of you, just go away. " She turns, and almost runs into Faith.

" Baby, " Faith says, softly, " It's ok, I'll be right there with you,"

" NO!" Willow, irrational with fear, shoves her away. " I gotta go… gotta think." She runs out, and her steps are heard on the stairs.

Giles is following her, but Faith stops him. " What did you do to her?" She asks, her anger growing.

" I assure you, I didn't nothing to her. Now let me pass, Faith. I've got to help her."

" The hell! You're scaring her!" Faith says, stubbornly.

" I'm not scaring her, but I think I know what is. Think Faith, what would scare you if you were alone and didn't feel you had anyone to depend on?"

" She has me, Giles!" Faith declares," I wouldn't desert her."

" No, probably not. But she may not realize that. This might make her think you would."

"What the hell are you …" The it hits Faith like a ton of bricks. " You think? But… that's impossible!"

" Oh, for goodness sakes, " Giles starts up the stairs. " Do you think I'm a fool, Faith? I'm well aware of your … special circumstances." Giles , reaching the top, walks down the hall to the bathroom. Retching can be heard.

"Giles, wait up!" Faith calls out. She catches up to him at the bathroom door.

" Stay out, Faith, " Giles puts up a hand. " just stay out."

The door closes in her face.

-8-

" … stay out!" She feels herself pushed out the door, and hears the door closing behind her.

She's on her knees. She gets up, brushing herself off. She stares at the closed door in front of her.

She feels shaky.

She needs her medicine. Her body is screaming for it, telling her to get herself well.

But her rage is greater. She's gotta get that guy. That doctor.

He killed Mondo.

She brushes the lanky, stringy hair out of her eyes, and moves into the shadows of the parking lot. She knows that bastard has to come this way, to get his car. She crouches down, waiting.

She watched through the glass as the ER doctor worked on Mondo. But she saw him hardly doing anything. The bastard didn't even try. He thought Mondo wasn't worth nothing, the prick. He just stood there. Then walked away. Bastard. He killed him … same as if he shot him!

She remembers pushing through the doors, running after him. Attacking him. But he was bigger, and stronger, and held her off. The guards came again, and grabbed her. They threw her out. Out, but not gone.

She feels her stomach twist, the need for drugs getting stronger by the moment. She groans softly, and thought it's a cool night, she's sweating. Gotta hang on, gotta get the bastard. She reaches into her coat, and pulls out her weapon of choice. A snub nosed .38 she stole off someone. It's shaky in her hand. But she concentrates, making herself stop shaking. This is too important. She's gotta be in control.

She sees someone walking through the parking lot. Quietly, she makes her way towards the figure, keeping to the shadows. She sees the figure in full light. It's him! She moves closer.

Dr. Liam McConnell feels tired. It's been a long shift, nearly 16 hours on. Normally, even after a marathon shift, he stays after, doing up reports. But that last patient really shook him.

After his girlfriend … I assume it was his girlfriend… was dragged out, Liam turned to the patient, preparing to go to work. But the drugs and shock caused his heart to seize up, and he went into a cardiac event. He ordered a lidocaine injection to get the heart started and stabilized, but the boy was too far gone. Even the paddles wouldn't bring him back. He called it, and they pronounced him dead.

Then the girlfriend was back, attacking and screaming at him. He tried to calm her, but she was out of her mind. Drugs and grief. The guards had to subdue her and throw her out. But it shook him. This job is getting way to dangerous. He thought, as he approached his car. I just need to get out of here, get home, decompress…

" Money, gimme your money, " A voice growls from behind him. He feels something hard pressed in his back. " don't fuck around, give it up!"

Liam, a block of ice in his stomach, raises his hands. " In my back pocket. My wallet." He says, shakily.

He feels a hand pull his wallet roughly out of his pocket. The mugger shoves him away, and for a second, he feels relief. Then the hard thing is in his stomach.

" You killed him, you mother fucker, " She says. She shoots him. " you killed Mondo, " She shoots him again, and again, till the gun is empty.

It's strange what you think about as you're dying. You'd think it would be your life on parade, or some such thing. The loves, regrets, triumphs or failures of your existence.

Nothing so grand.

It sounds like caps, Liam thought as the bullets ripped into his stomach.

At first he felt nothing, the shock too great. Then it felt as if a claw ripped open his guts, and his entire insides were falling out. He fell to his knees, the pain keeping him alive another second. He looked into the face of his shooter.

It was her. The girl in the ER room, attacking him.

She looked into his eyes, and saw something she'd never seen before. She'd seen lots of death. Caused some of it. But she'd never seen Death staring her in the eye before.

She felt a cold hand seize her heart, and as the distant wail of a police siren got louder, she panicked, dropping the gun and running off into the night.

" Faith? Are you alright?" She feels a hand shaking her.

" I didn't do it!" She cries out, still not altogether here. She looks around, realizing she's back in the hallway. What the hell was that? She shakes it off.

" Faith? What is it?" Giles looks at her, seeing the panic in her face. " She's alright Faith. Come in," He holds the door for her.

Giles is beginning to be worried. First Willow, then Angel and now Faith seem to be having blackouts. I'm going to have to check into this. Something may be going very wrong. He follows Faith into the bathroom, and closes the door.

Faith enters the bathroom, seeing Willow sitting on the edge of the tub. She kneels by her, capturing Willow's hand in her own.

Willow looks at her with wide, frightened eyes. Her lips are compressed tightly, and she's shaking.

" What is it, baby?" Faith encourages her. She can feel how scary this is for Willow.

" I … I think I'm pregnant, Faith."

-9-

" Fools!"

Dr. Walsh, picked up at the airport by Ethan Rayne's limousine, is still fuming over the congressional committee hearings into Project Moreau. She has spent the last two weeks having her abilities questioned at every turn, her decisions second guessed, and generally humiliated by each subcommittee. She has held her temper and her tongue, knowing that the best she could expect from this witch hunt, as she characterizes it, is severe limitations in her budget and more oversight by outsiders. But in the end, the project has been scrapped, and she has been fired.

They have no vision. They're focused on the mistakes, and can't see the big picture. My research doesn't only carry military and intelligence applications. What I'm doing could go far in improving the human race. Smarter, stronger physically and emotionally, better over all. But they're just too foolish, too much of the toadies to ever really have anything but tunnel vision. I'll show them the way; that's my sacrifice for having the vision. But it won't come cheaply… they'll pay a far higher price now for my success.

She sits back in her seat, content for now in her vision of repopulating the world with her new, improved specie. With Ethan Rayne's financial backing, that dream is closer to reality for her than ever. There is only one small dark spot in her glorious vision.

Ethan Rayne.

Ah, well, we'll blow up that bridge when we come to it. She smiles, thinking on ways she can destroy her one last obstacle.

Inside the mansion, Ethan is enjoying the fruits of his labor.

Sitting in comfortable chair, he is being serviced by Cordelia Chase, or at least, the girl that once was Cordelia. She has changed radically; Ethan's nanobots have been hard at work changing her physical form, making her look more and more like Anne. Her mouth surrounds Ethan's cock, her head bobbing up and down as she attempts to take more and more of his engorged member in her mouth. She looks at him with adoring eyes.

Briefly letting his cock flop out from her mouth, she smiles at him. " Does this please you, Ethan my love?"

Ethan smiles, his breathing heavy and ragged. " Oh, indeed, child. You're by far my favorite cock sucker" He gently presses her head back to business. Cordelia takes his swollen penis in her mouth, and begins again to bring him to ecstasy.

Behind her is Xander, dressed only in a smile, servicing her now wet pussy. He grips her by the hips, and as her hips roll in delight, he thrusts in long slow strokes, his cock primed to shoot. His eyes are closed, and his own delight is evident in his slack, goofy smile.

"Faster, Xander. Fuck me harder, " Cordelia says, her mouth muffled by Ethan's member.

Xander, obeying her command, starts to thrust faster, his own groans starting to mix with the others.

" Well, now, isn't this cozy, " A decidedly harsh voice interrupts the festivities. Maggie Walsh is standing in the doorway, her expression bemused at the scene before her.

Ethan, startled, pushes Cordelia away, throwing his open robe across his obviously stimulated organ. He smiles urbanely, attempting to regain some sense of dignity.

" Marguerite, my dear, " He says, standing up, pulling the robe across himself, " We weren't expecting you for another hour or so. "

He sees that Xander and Cordelia, still caught up in lust, are going at it rather vigorously. He claps his hands, gaining their attention.

" Children, enough. Get up and robe yourselves, please," he commands. Seeing their disappointed and frustrated looks, he continues, " more playtime later."

"You degenerate," Marguerite says in a half angry, half amused voice, " this is what you do while I'm getting my ass chewed out by the committee. Is anything I left to be done even started?" She turns on Xander and Cordelia, " Well, I think we won't need either Xander's or your new Robo-slut's services…" She takes a closer look at the woman. " Wait… Cordelia?" She turns to Ethan, enraged. " What have you done to Cordelia? She looks just like your robo-slut, Anne." She turns back to Cordelia. " I want you to go to the lab for evaluation, immediately."

Cordelia stands, hands on hips, totally naked in front of Dr. Walsh.

" I don't take orders from you, you hag," She sneers. " Maybe you wouldn't be so bitchy if you got laid more often."

Marguerite, already at the end of her temper, walks over and slaps Cordelia. Cordelia slaps her back. Not expecting that response, Marguerite backs away from her. She turns on Ethan.

"What have you done to her?" She hisses.

" Now, Maggie, do relax," Ethan says calmly. " Cordelia?"

" Yes Ethan?"

" Do be a good girl, and report to the lab as Dr. Walsh requested."

" Of course, Ethan, " She says affably. She hooks her arm in Xander's. " Come on, Xander. Lets go have some fun."

Dr. Walsh stands fuming, watching the couple exit. She turns on Rayne.

" What did you do to them?" She gets in his face. " They were important to my research… and you've ruined them!"

Ethan is amused by her temper, and walks casually over to his desk, sitting behind it.

" I haven't done anything to the boy at all. Seems he was pretty much a pervert before I ever met him, " He looks pointedly at Marguerite. " As for the girl? Well, I admit, she took a little more work."

" They were important to my research. The girl, especially, since she was a successful test. Now she's useless."

" I'd hardly say useless," Ethan chortles.

" This is intolerable, Ethan. I won't have my work compromised by anyone. Including you!"

" Oh, relax, Maggie, have a drink." He waves his hand vaguely over at the bar. She stands glowering at him." Silly me, my manners. I'm the host. What can I get you?" He rises from his desk, and walks over to the bar.

"Nothing, thank you, " She replies, grimly. " I hardly think this is time for drinking."

" Oh, come on, Maggie, have a drink. Consider it a celebration. A toast to our new partnership." He smiles sweetly at her.

Marguerite, realizing that she'll have to keep herself in better control to outwit the lout, forces herself to be calm.

" Of course, you're right, Ethan. Do you have scotch?"

" Does the queen have a crown? Of course." He turns, and pours two fingers of scotch in a glass for her. Hiding the glass from her view, she doesn't see the small vial of liquid he adds to her drink. Turning, he returns to the desk, handing Marguerite her drink." Please, make yourself comfortable, Dr. Walsh."

Marguerite finds a chair, and sits in front of the desk.

" Now, I know you're upset about Cordelia. But I'm using her to field test a new breed of nanobots. "

" I see. Planning on creating a line of super sluts, are you?" Dr. Walsh replies archly, " I'm sure the brothels of the world will be so pleased."

"Hardly anything so prosaic as that. Though, that is a market I hadn't considered. " He watches for Dr. Walsh's reaction, chuckling as she sees her mouth become tighter. " Actually, I'm thinking this would go hand in hand with your research. Imagine the possibilities, Dr. Walsh, of a breed of agent that could change his appearance at will? Like a chameleon, they could slip into anywhere, spy on anything. Imagine the fortune a country would pay for such an agent." He sits back in his chair. " Of course, the ones I'm using in Cordelia are only prototypes, really. They're much too slow for field application. But from them we can learn how to improve and speed them up. In time, they could be implanted in each of your subjects."

" Making a super agent is not what my research is about, Ethan. You know I'm working for the betterment of mankind."

" Of course you are, my dear. And I salute you. But, let's be practical, shall we?" His eyes narrow. " in today's world, governments would pay anything for such an agent as I describe. The amount of money we could make off this little … sidetrack to your research, would go far in paying the bills on your dreams. " He leans on his elbows." I'm very rich, Marguerite, but even MY money isn't without limits. I'm a businessman, and a very good one. You cant run a business without profit. You can't be rich without obscene profits. And my dear, I have no intention of being anything but obscenely rich. So, while I admire your vision, I must insist that you also devote time to things that make money. Such, I would say, as this little project."

Marguerite stares down at her drink, not wanting him to see her eyes. " Of course, Ethan. I understand fully."

" Good, " He takes a small sip of his drink. " Now, I'm pleased to inform you that your equipment has been safely transported from it's old location, and I've set it up in a new facility here on the compound. It's ready for your inspection whenever you're ready. Also, your samples have arrived safely, and are being kept in cold storage until you're ready to begin work." His smile fades. " We did have one little glitch, however, I have to report. While being transported here, the… ummm… guest, Daniel Osborne, managed to escape from our… protective custody. We still haven't located him to bring him back to the fold."

" How did this happen?" Dr. Walsh doesn't sound pleased.

" It seems some of your other… subjects got it in their mind to rescue him. They assaulted the Initiative building, and seems to have gotten around your crack security, getting him out safely."

" Why am I just learning of this?" Dr. Walsh drums her fingers on Ethan's desk. " I really wanted that boy. He could've given me some answers about the conditioning process."

" Yes, well, with all the stresses you were having in Washington, and seeing how there was nothing to be done immediately, I thought it best to wait for your return."

" Yes, I'm sure you did," Dr. Walsh says, tightly. " Where's Lt. Commander Finn? He should've informed me of this situation, immediately."

" Yes. Finn. Well, I regret to inform you, Maggie, but you're Lt. Commander Finn has decided he feels a strong pull to his country. He and his unit have returned to the loving arms and warm bosom of his country's military."

Dr. Walsh is stunned.

" I don't understand that. He seemed favoring joining us. He promised to wait until I returned to give me an answer."

" Well, you know the vagaries of the Armed Forces, m' dear. Seems they feel they have the right to order one of their own to another place, just any old time. He did send his regrets." He gloats silently at her reaction. " Now, don't be distressed, Dr. Walsh. I've assigned a team of my own security to your project, making them available to any needs you may have of their services. I assure you, they've been screened thoroughly, and are the tops in their field."

Marguerite feels like a chess player who starts the game two moves behind. I'll just have to wait until he makes his fatally flawed move, and pounce, she thinks. " Thank you, Ethan, " She says aloud, " that was very kind of you."

" Now, Maggie. I've noticed you haven't even touched your drink. I insist. We must toast to our new partnership." He holds up his glass, and Marguerite touches hers to his. " To success," he says, watching as she drinks her scotch. A small smile breaks out on his face.

" Maggie, what kind of host am I? Here I am, keeping you up after your long journey. I must insist that you allow my staff to show you to your suite of rooms." He rises, and crosses the room, touching a button on the wall. " you do look a bit tired."

" Yes, " Maggie agrees, suddenly feeling very tired, " I do seem to have some jet lag. That would be nice."

She rises, and feels a little woozy. " Dear me, I shouldn't have downed that scotch so quickly."

A manservant arrives at the door of the library. " Oh, Henry, good. Please show Dr. Walsh to her suite." He turns to her. " I gave you a suite of rooms in the East wing. There is a separate entry ,so you don't need to go through the entire house after a long day at work."

" Thank you, Ethan, " Dr. Walsh, feeling more tired, smiles. " That was very considerate."

" Oh, anything for you, Maggie. I look forward to a fruitful and prosperous relationship." He smiles at her. " Good night then."

" Hmmm… yes, good night, Ethan." Dr. Walsh exits ,following Henry out.

Ethan walks to his desk, and sits, picking up the phone.

" Yes, please have someone go to the lab, and fetch Ms. Chase and Mr. Harris. Have them return to the library immediately. We have some unfinished business." He smiles, and presses a button on his phone, connecting him to another part of the mansion.

Deep below, in the sub basement, a secret lab is set up. A number of technicians are going here and there, working on the most secret projects of Rayne International. On one of the lab gurneys is strapped a man.

It's Lt. Commander Finn, unconscious at the moment. He is hooked up to an IV drip, and various machines are monitoring his vitals. The strangest thing though, is the changes in him. He is bigger, much bigger than before. And his body is undergoing changes, changes from within.

A phone rings in the lab, and one of the technicians picks it up.

" Yes, sir, Mr. Rayne. This is Roberts. Yes. Lt. Finn? Oh, you'll be quite pleased. Yes, the nanobots are indeed creating the changes your requested. Oh, I'd say he should be ready physically in 48 hours or so. The programming? Progressing very well. He was resistant at first, but the mind altering drugs have taken effect now. Give it a day, he won't even remember his mother. Yes. Yes sir. I'll keep you informed."

Upstairs, Ethan Rayne sits back in his chair, sighing contentedly. He smiles, knowing that things are on course for his plans. His smile broadens as his favorite sex toys, Cordelia and Xander, return to the room. Already he feels an enjoyable twitch in his groin, and he's so looking forward to testing out all of Cordelia's new talents.

Life is good, he sighs as Cordelia and Xander approach the desk.

-10-

" Pregnant?"

The entire group, minus Giles, is sitting in the living room area. Willow and Faith are on the couch, and the rest are in a semi-circle around them.

" Nothings for sure, yet," Faith speaks up." Giles needs to do some tests. But it seems the signs all point in that direction." Faith takes Willow's hand, and squeezes it. " Are you ok, honey?" she asks Willow. Willow nods.

" Pregnant?" Buffy smiles, and comes over, sitting next to Willow on the other side, " That's wonderful!" She hugs Willow. "You're going to be a mommy!" She looks, and is a little shocked at the expression on Willow's face. " Not wonderful?"

" Buffy," Willow, frowning, turns to her, " this has got to be the crappiest time for me to be pregnant," she mourns. " With all the craziness, and the initiative after us, being pregnant right now is a disaster!"

" I think that settles it then," Angel, standing across the room from Faith and Willow, interjects. " I think we need to make serious plans about leaving this place." He moves across the room, and kneels down before Willow." It was bad enough before, with the Initiative after us. But now, with you pregnant, I think we need to disappear…"

" Just leave?" Willow looks distressed. "But… I want to work on the 'bot. I know I can really find out a lot from her. And… and there's other stuff. I can't leave now. I need to stay!"

" Willow, baby, that's insane-o talk, " Faith says, " We can't hang here. Those … people will get us, chop us into little bits to find out about us. We've gotta get outta here!"

"No, you're not getting it, Faith," Willow says, " I've got too much to do here. I can't just leave. I've got school… I like school. I need school. And mom and dad. I want… I need them. I need them to be mom and dad again. Not some strangers . I need them to be clueless, and try to get it wrong, but still try to figure me out.And hug me. And kiss the boo-boo. And I have to have my snuggly sheets. I need them. I need to snuggle in them, feel them, feel safe. Don't you see? I … want movie nights again. And I need talking on the phone to Buffy at any old time about stupid stuff and serious stuff. And boys. And …and… I can't leave now…" she trails off. " I'm just a kid… I don't want to be grown up yet…"

Buffy looks at Willow, and feels the tears starting. Faith takes Willow's hand, squeezing it lightly

" Baby…"

" Where would we go, Faith?" Oz interrupts them from the other corner of the room. " I know you've got this big idea that we can just blow Sunnydale and hide out. But that's not gonna work. Let's face it, were all a bunch of freaks. We are we gonna blend in? " He shakes his head.

" Oz, I know you're hurting right now, and I'm sorry about Veruca and the way you feel. But couz? Shut UP! We've got other more important things to consider here." She nods her head at Willow.

" She's right. We've got to get out of here," Buffy agrees with Faith, " We've got to protect the baby…"

Willow starts laughing. It's not a happy laugh.

" Baby?" She giggles, sounding stressed. " Baby? God, are you insane? How do we know what's growing inside me?" She gets up, walking away from the group. " it's mother's a freak, her…" she looks at Faith, "… daddy's a freak. What kind of freak might it be? The way they messed with our DNA, who knows what's gonna pop out the ole chute, huh?" She starts pacing back and forth. " I don't want this. I don't want a baby. I don't want any of this. I just want to be NORMAL. I want to be away from all this, live a life away from this. How can you even think… " She leans against the wall, and starts crying. " God, I hate this. All of this. I just … I just wanna die!" She starts sobbing.

" Baby, no!" Faith is up, running to her. " It's going to be ok, I promise, It's going to be ok!" She tries to take Willow in her arms, but Willow starts punching her.

" Get away. GET AWAY! I HATE YOU. I HATE YOU!" She screams, pounding on Faith. Then her anger breaks, and she falls against Faith, crying harder. " I hate you, " She sobs. " I hate you so much." She clings to Faith.

Giles comes in, looking distracted.

" What's going on in here?"

" Willow's upset, Giles. Thought that was pretty obvious," Buffy says, upset that Willow's upset.

He looks around the group, and his face is grim.

" I have news, and I fear it's not good. My informant has informed me that Dr. Walsh is back. "

The others go silent. Even Willow looks up.

" Whatever plans you have for leaving, I think we'll have to accelerate them."

To be continued


	15. Chapter 15

Initiative, Part 14

Disclaimer: same as it ever was

feedback: yeah.

1

Moving day.

Rupert Giles supervises as the others load what they can into their van; they were in a hurry.

Their safe house? No longer safe. In the weeks since they've been aware of Dr. Walsh's return from Washington, things have changed. For the worse.

Their location has been compromised, and they know it was only a matter of time before Ethan Rayne or Dr. Walsh discovers their location. Then they could expect troops from Rayne's private 'security' to surround their current location, trapping them. After that, they don't want to think about after that.

Stanton Chase walks up to Dr. Giles, his face a mixture of regret and worry.

" I do wish there was more I could do to help you," He says quietly.

" Thank you, Stanton. You and Amelia have been a great help already. Much more than I could reasonably expect." He looks around. " I appreciate what you've done; what risks you've taken . But with Dr. Walsh back, and this location out, we've got to move on. Best you don't know where we're going."

" I hate to be the broken record, " Stanton says, watching the activity, " but has there been any word on Cordelia? Anything at all?"

Giles looks at Stanton with some sympathy. He knows the poor man has been through hell worrying about his daughter. I only wish I had better news.

" I'm sorry, Stanton, but Cordelia's fate is still up in the air. We've no way to know if she's been recaptured by Dr. Walsh, or if there might be some involvement with Ethan Rayne. Unfortunately, my sources seem to have dried up."

" I was a fool," Stanton closes his eyes tight, to keep in his pain and anger, " I should've moved from Sunnydale when we got Cordelia. But I let that…" he trails off, not wanting to swear,"… woman convince me that it was in Cordelia's best interest to stay in Sunnydale. To be tested, and evaluated, and where she could keep an eye on her." He turns to Giles, eyes showing his ache." I had no idea she was anything but a troubled child until that day at the mansion. I thought I was doing the right thing. I did!"

" You can't blame yourself for what happened, Stanton, " Giles says, patting his shoulder sympathetically.

" I don't," Stanton's face turns angry. "I blame that madwoman, Walsh, for this…" again he trails off. " … if she I find out Cordelia's in her care, and something happens to her… there won't be anywhere she can hide where I won't get to her. And when I do…"

Giles looks at the anger and frustration in his face, and is glad he's not on the bad side of Stanton Chase. I suspect Dr. Walsh will find her life quite uncomfortable if she's done anything to Cordelia. Quite uncomfortable indeed.

Stanton hands Giles something.

" What's this?" He opens the box. Inside is a small cellular phone." A cell phone."

" Not an ordinary phone, Dr. Giles. It's a prototype of a special phone I'm developing for the Government. Its signal is encoded and scrambled, making it untraceable. It only connects to one other phone… this one…" He holds up the phone's twin. "If you ever need anything, anything at all, don't hesitate to call. This line is absolutely secure."

Giles is touched. " Thank you, Stanton. Very much."

" Just find Cordelia, if you can. Bring her back to us, and we'll be more than square," Stanton says. Taking one more look around, he leaves the safe house.

" If you guys are done having the Old Guys Mutual Admiration society," Faith says, walking up to Giles. " I'd kinda like to know what we're supposed to do with that." She points over at a table.

Next to the table, Willow is busily working on the Anne-bot, her concentration focused on the processing chips. She's removing it for safe transport. No need to take a chance that it gets fried during our little move. She pulls out the processor's special shock proof container and opens it. On the inside is the Logo for Brandon Microtrends ,the chip's manufacturer. She feels a sudden wooziness, followed by a white light flash in her brain.

"Rory Wilkins. You look like the cat that ate the cream. What's up?" Claire Woolstone, Rory's roommate, comes over to her desk in their dorm. " You've been reading and re-reading that letter for a hour. I swear," Claire teases," If I'd known you were that much of a tard, I never would've taken Physics with you."

Rory is almost wiggling in excitement. She keeps reading and re-reading the letter because she can't believe it. It's a dream come true.

An internship. With a leading chip manufacturer. It was as if she won the lottery. Oh sure, no money. But this is even better. I'm going to get real world experience in my chosen field, and man, it's going to be sooo good on my resume. And… I get my foot in the door with one of the leading corporations in the world! Rayne International! I can't believe this!!!!

Rory shoves the letter at Clair, smiling broadly. " Look, look, look. Isn't it sooo cool?" Rory says, jumping out of her seat in excitement.

" Hmmm," Claire looks at the letterhead. " Brandon Microtrends. Well, I'm impressed, " She sounds bored. " So, what? That application for a personality transplant finally was approved, then?"

" Oh you," Rory punches Claire's arm. " I got it. I got the internship!" Rory, excited, starts dancing around the room. " I'm gonna be famous! I'm gonna be rich! I'm…"

" On an internship? Isn't that another word for slave labor?" Claire says. But seeing her friend so happy gives her a deep down thrill.

" No, don't you get it? Brandon Microtrends. They're a major player in chip engineering. It's exactly where I wanted to go. And… and… super bonus…they're part of Rayne International. Do you know what that means?"

" That you're another teeny weensy tiny little cog in some huge corporate machine?" Claire looks at her cynically, " not like you've been made a VP or nothing…"

" Do you HAVE to be so negative-o?" Rory says, frowning just a little. " I get my foot in the door with a major player in the world!. They're going to see what kind of work I can do. How smart I am. How much I can make things even better…"

" Yeah, and then, they'll refit all the doorways so that you can get that massively swollen head through them, " Claire teases her.

" Claire, you utter poop head!" Rory frowns. " You're my bestest friend in the whole fucking world. I want to share this with you, but all you can do is make fun of me. Can't you just get happy for me? Can't you get on the Rory Glory train and not try to derail it for once?"

Oh, baby. You've got no idea how I'd love to ride the Rory Glory train, and make it whistle, Claire thinks to herself, But you're hung up on that creep Brandon! Damn you, I'm dying here!

" Hey, baby, " Claire winks, smiling broadly, " of course I'm happy for you. Just if you're head swells anymore, there's not going to be any oxygen left in here for me." She walks over to Rory, throwing an arm over her shoulder. " C'mon, Bud. I think this requires a celebratory dinner and maybe some major partying, don't you?"

" Well, yeah," Rory grins, flinging her arm over Claire's shoulders. " You're the best, you know?"

" Well, took you long enough to figure that, dork-o" Claire says. " And since I am, I guess I let you treat. Seein' how your gonna be rich… be famous…" Claire needles her.

" Did I say poop head?" Rory grins, " I meant double poop head!"

The two are about ready to leave when they hear a buzzing.

" Damn, phone," Rory says, running back into the room. " I better get that…"

Willow suddenly is back , awake by a loud buzzing coming from the Anne-bot. She looks around, confused and startled.

"What in heck?" she says, looking at Anne's diagnostic screen. She frowns.

" Willow? What's going on?" Giles, followed by Faith, come over to the table." Is everything all right with the Bot?"

" I don't know," Willow sounds a little panicky," I pulled the chip for protection. Then the alarms came on…" She checks the diagnostic. " Oh…oh…"

"What?" Giles looks at the diagnostic screen. "What's happening with the Bot?" He notices the scrolling across the screen." Oh… no, this isn't good."

" It's a data dump. Something must've triggered it when I pulled the chip," Willow looks upset." I… I thought it was safe to pull…"

" Willow, you know we were counting on getting more information out of the Anne-bot" Giles doesn't sound pleased, " I really wish you hadn't fooled around with it without me being present."

" I'm sorry, Giles," Willow says, sounding really upset.

" Hey, back off, Giles. She was just trying to help!" Faith comes up to defend Willow. " She's doin' the best she can."

" Hey… it's not that bad… no, it's ok… it's ok…" Willow says, noting the data scrolling has stopped. " It's only her personality M-grams affected. No critical data! " Willow sighs in relief. " Thank goodness. And personally, I'm glad."

" What?" Giles says, " you're glad we almost lost our most valuable resource?"

" No, Giles. I'm glad " Anne" is gone. She made me really uncomfortable… coming on to us all the time."

" I knew it!" Faith says, the green eye monster rearing its ugly head. " It was trying to make out with you!" She looks around " Just let me find a nice something to make her into bot-bits!"

" Faith!" Giles says, horrified. " You'll do no such thing!"

" Just try and stop me, G," Faith says.

" Oh for goodness sakes, Faith, " Willow says, going over to Faith, giving her a hug, " you think I'm interested in some plastic and wires when I got the real thing right here?" She squeezes Faith's butt, and giggles. " Especially someone so sexily put together?" She leans heavily against Faith, laying her head on her chest, purring. " mmmm… someone likes that!"

" HEY!" Faith blushes, " … not here, for Christ's sake!" Faith whispers. " Things could get out of … control!"

" Don't be silly, Faith. Everyone here knows what you've got, " Willow says, casually, " except maybe Angel. And I don't think he's interested."

" Still," Faith grumbles, " I'm not like… I mean, I'm still a girl. I don't … geeze." Her cheeks turn pink.

" Oh yeah, you're MY girl," Willow coos, while she squeezes Faith's butt again. " mmm… just love those girly parts."

" RED!"

" Can't help it," Willow pouts a little," You're sooo cute when you're all jealous." She giggles." You even dressed up the Bot!"

" I got tired of watchin' you drool over the 'bot" Faith growls. " It's disgusting!"

" I so wasn't drooling over the bot!" Willow says defensively, " I was working on her, trying to extract information…" Willow wiggles against Faith a little. " Don't be a poop head, Faith" She takes Faith's hand lays it on her stomach." Think junior wants you to be all growly and mean?"

Faith smirks, " Junior huh?" She shakes her head. " Don't even know if there's a junior."

"Oh, I don't need some dumb old hospital test to tell me what I know," Willow says softly.

" Still, while you were in the hospital, woulda been nice to like have a confirm, you know?"

" You think I'm faking it? How 'bout the vomiting in the mornings? Am I faking that too?"

" No, baby, that isn't… never mind, I better just get back to work." Faith moves away towards the van. " Sorry I bothered you. You got stuff to do."

" Faith, wait!" Willow starts after her, but Giles stops her.

" Willow, if you two are quite finished …chatting… would you step over here, please?" Giles calls out, stopping her from following.

" Of course, Giles," Willow says, a little miffed at Faith, " What's… what the heck happened to her?" Willow looks at the Anne-bot, wide eyed.

But it's no longer the " Anne-bot" , at least not in appearance. The form has changed radically. It now appears as a young girl, maybe 16 years of age. The golden blonde hair has been replaced with chestnut brown. And , well, it's differently shaped all over. Willow stands next to Giles, stunned.

" What… how?" Willow looks at Giles.

" It happened while you were talking to Faith. The sub-dermal nanobots seemed to come active, and started changing her. I tried to stop the process, but it seems it's linked to the memory M-grams that were dumped. Evidently, a personality dump brings the ' bot' back to it's native form… which, I'm assuming, is this." He waves at the transformed 'bot.

Willow is somewhat philosophical about the change.

" Well, maybe it's for the best. This way we have the basic 'bot to work with, and maybe, " She raises her voice somewhat, " certain people can get over their jealous reactions to a bunch of wires and plastic." She looks over her shoulder to find Faith blushing furiously. She smiles a little smile. " Anyway, " She says turning back to the 'bot, " Maybe we should put in the processor, just to see that it's still working properly."

" Before we do anything else," Giles says, noting that most of the packing has been completed," we should move on. I don't particularly feel safe in this location any longer, and before we get involved with the changes in the bot, we should be at a more secure place. Where we won't be interrupted needlessly."

" Well, there's one little problem, Giles, " Faith says, walking up to them" Kinda smaller prob now," she says, looking at the changed 'bot," but with everybody and their stuff? No real room for Roberta the Robot now. Unless of course you want a couple of us to just stay behind…"

" Don't be foolish Faith, of course no one stays behind," Giles says, " still, this bot might have some useful information about Ethan Rayne," Giles looks at the ' bot. " But if we can't carry it, I suppose we'll just have to destroy it…"

" NO!" Willow almost shouts, " There's got to be some way we can take her along. We can't just destroy her." She looks pained.

" We can't afford to let it fall back into Ethan's hands. There's not telling what it might be able to tell him about us, " Giles says, " We really have no choice."

"We can't destroy it, Giles," Willow insists, " we may never get another chance to study something like her," Willow says, almost protectively.

" Her huh?" Faith's tone is a little chilly," Well, whatever, we don't have the room for it."

" I'm certain if we move things around, we can fit her in," Giles says.

" You know, we might not even need the stretcher anymore, " Willow says, looking at the 'bot," maybe we could just reinsert the processor, let her fit in like one of us. Pretty sure we can fit one more body in there..."

" That might work, Willow," Giles says, " it'll be a bit tight back there, adding another person."

" I'm sure we can all squeeze in a little tighter, don't you think?"

" Whatever. Not looking forward to the ride with the over-built toaster over, but whatever. Just do it so we can get goin'."

Willow starts for the front seat, and notices the ' bot sitting there." What's going on? I called shotgun."

" I thought, since…what are we going to call this thing now?… anyway, since no one has ever seen her in this state, it might be better to have her ride upfront." Giles says. "It's less likely they'll suspect it's us."

The 'bot, realizing they were talking about her, speaks up.

" My name is D.A.W. N. Dynamically Aware Wave-based Neural-bionetwork. My programming is based on advanced fuzzy logic principles, and I'm able to learn new procedures. I don't require further programming." She turns around and smiles. " I'm very smart you know." She turns back, and looks out the front windshield.

" But… " Willow starts. She feels the familiar rumbling in her tummy. So don't want to yak in the back if I can't hold it." I thought I'd be riding upfront…"

" Oh, c'mon, Red. Don't ya think the 'bot there should get the premiere place. I mean, hey, just think of all the learning she can do while Giles there is driving her around."

" Why, thank you… Faith, is it? I seem to have m-Grams of all of you. Pictures too, so I recognize you all. " Dawn says over her shoulder.

Willow, feeling queasy, but not wanting to hold them up any longer, makes her way into the back. She squeezes in on the other side of Buffy… as far from Faith as she can get.

" See, Red? You're little toy is all settled in now, " Faith smiles, " Guess you'll just have to sit back here with the rest of the freaks."

Willow just makes a face as the van door is pulled closed, and they take off .

During their trip to the new location, Willow sits quietly, lost in her thoughts.

Why is she doing this? She's being so mean. What's her problem, anyway? God… things aren't bad enough? Now she's what? All pissy over what? I don't get her. Is she like going to dump me? Is that what's this is about?

Buffy, noticing the seating arrangement and Willow's mood, reaches for her hand. " Hey, you ok?"

" Yeah, just feeling a little out of it. Maybe its…" she trails off, indicating her tummy.

" Ah, yeah. Heard you in the mornings," Buffy nods. "Pretty bad, huh?"

" I'll be ok, you know?"

" Hey, look, I was kinda stupid…earlier, you know. ' Bout the baby and all. I … well, I know it's rough on you. I'm sorry."

" Aw, Buff. It's cool, " Willow smiles, squeezing her hand. " I just kinda freaked, you know?"

" Hey, sure. I mean… I get it, " Buffy says, " Anything I can do, just tell me, ok?"

" Sure, Buffy," Willow smiles, but doesn't feel like it. Can you give me my life back?

I wanna go home! I just want this thing to be a big old nightmare, and I want to be back in my bed, with the clean sheets and fuzzy blankets, and all warm and snug. I don't want to be on the run, afraid they're going to find us and what? Melt us down or something?

Darn it. I'm just a kid. I don't need this stuff right now. I need homework and studying and hanging out with my buds and doing kid stuff. Not worrying if we'll be caught, or if I'm pregnant… by a girl no less. God, I really don't need that! And will it even be human? Am I even human? Geeze. All I want to be is a normal girl again. I want my mom and dad to tell me it's all ok, going to be ok.

God, I hope they don't log the calls at the hospital. I know the guy's would have a fit if they knew I called home. But I just had to. I'm so scared. I don't know what's going to happen to me… any of us. I just needed to hear their voices again. And they were so cool. I mean, they didn't yell or anything. And even MOM missed me! That's so totally out there, it's almost unbelievable. They wanted to know where I was, but I couldn't exactly tell them, could I? Never mind the we're being chased by government agents who want to recycle us into kibble and bits. How would they react if they knew I was pregnant? I can just hear Dad going ballistic. No, couldn't tell them much. Only I was safe, and alive. And ok. That was a total lie.

Well it's all a lie, right? My friends not my friends. Now even Faith's a lie. Isn't she? I mean, is she going to leave me now or something? How could she leave me, now? Especially since I'm like preggers with her child? I don't need a test to know I'm pregnant. God, I don't throw up that often! Not every morning… and about every chance I get… damn. Lies, all lies. All of it. Damn it!

Sometimes. I just wish I could…I wish I were dead…

2

" Are you absolutely certain about this?" Dr. Walsh says on the phone, trying to hold down her excitement.

" That's she's pregnant? Yes, its certain," Ira Rosenberg, on the speakerphone at their home with his wife, Sheila." I have the lab report from the hospital right here," Ira declares. "The father? No, I wasn't there when it happened. But as far as we know, she's only been with Faith…"

" Still, is it possible it could be anyone else?" Dr. Walsh enquires. " I mean, it's possible some other boy from her school…"

" Dr. Walsh. I know Willow," Sheila comes on the line, " she's not the kind to play around. She's quite taken with Faith. It was obvious the few times Faith was here, how Willow felt about her. I'm certain she's not been with anyone else."

Dr. Walsh can barely contain her excitement. This is her dream. To create a fertile self sustaining race of beings. That it came about so quickly, is just icing on the cake. But she has to be sure, before her next move. If somehow she's pregnant from a none clone, it could be disastrous. Still, even so, it's exciting. That this generation of clones proves fertile is excellent news.

" Do you have any idea where she might be? I really need to have her in… to run tests on her." Dr. Walsh says. " When she talked to you…?"

" No, she wouldn't say where she was. I know she was in Sunnydale Memorial Hospital. That's where the test results came from."

" Well, that at least is good news. She's still in town. We'll find her, don't worry," Dr. Walsh says quietly. I'll put some of Rayne's men in the field…have them keep a lookout for her or the others. " I just don't understand how this could get so bollixed up," Dr. Walsh continues, " You were supposed to be there to keep an eye on her, and the others. You knew the arrangement, Ira. How did they get away in the first place? They should've been brought in earlier."

"You weren't exactly honest with us, were you, Dr. Walsh? " Ira says defensively, " You only told us this was a sociological experiment. Now we find out this is actually a lot more involved. And you just up and went to Washington when everything hit the fan. How could I tell you what Dr. Giles was up to, when you weren't here to take the report? So, don't go blaming us. We did the best we could, considering."

Dr. Walsh decides on a different tack.

" Ok, let's not argue about this now. The important thing is we find them. I'm sending some of Rayne's men into the field, to blanket Sunnydale. I want you and Sheila to coordinate them. When you find them, I need to know immediately. Clear?"

" OF course, Dr. Walsh. We'll do everything we can to help," Ira Rosenberg says, " and I'm sure you'll remember that. There are some things we'll need to…take care of. I'm sure I can count on your support?"

" I'm sure something can be arranged," Dr. Walsh lies." You've done very well in reporting this to me. It would be a shame if they got away now. It would ruin years of work."

" Yes, that would be a shame, you being so close to your goals, " Sheila puts in.

"Exactly so," Dr. Walsh says agreeably. " Now, if you'll excuse me, I want to finalize details for the search. You'll be contacted shortly." Dr. Walsh doesn't wait to listen to more; she hangs up the phone.

Leeches. Oh well, once this little mess is cleared up, I'm sure we'll find a suitable way to take care of them…

Dr. Walsh hits a button on the phone.

" Yes, Dr. Walsh?"

" Emily, please have Drusilla come up to see me immediately, please."

" Very well, Dr. Walsh." Emily replies.

Dr. Walsh leans back in her chair. This is wonderful news! The newest generation seems to be fertile… and better, the gynandromorphic experimentation seems to have worked out on Faith, giving her viable male and female sexual organs. Of course, we'd need to run some tests on her. Be sure that her female organs are working properly too… but it seems her male anatomy seems to be working quite well. But I really need to be sure that Willow's child is indeed Faith's child also.

Damn, I really need to know if Willow is indeed pregnant, and it's by Faith. I need them both in here. I need to run tests on both. And later, after the baby is born, I'll be able to dissect both of them, and use what that will tell me to design the perfect gynandromorphic being. Both male and female, capable of cross mating… this is exactly what I've been waiting for…it's perfect…if only it's true…

" 'Allo, Mummy, " Drusilla says, walking into Dr. Walsh's office, " you wanted to see me?"

" Yes, indeed Drusilla. I need you to verify something for me."

" Always glad to help, mummy. I brought a surprise," Drusilla smiles in her own special, creepy way. " Can I bring her in?"

" Surprise?" Dr. Walsh frowns. She's not often fond of Drusilla's surprises. "Her?"

" C'mere, dearie," Drusilla waves out the door. " Don't be shy, luv. It's quite ok."

Veruca walks into the office. However, this is a completely different Veruca.

Physically, she is much the same as when she was living with Oz. Same long hair, same body and facial features. But she has a whole new attitude. No longer aggressive and bitter, Veruca smiles shyly, then retreats into the protective arms of her sister, Drusilla.

" There, there, pet, mummy won't hurt you, dearie," Drusilla strokes her long hair, soothing her. " I'm so glad to have me sister back, mummy. And she's ever so much nicer now. Not so snappish and mean." She gently pushes Veruca towards Dr. Walsh. " Now do be a love and go say hello to mummy, dear."

Veruca smiles and walks towards Dr. Walsh. Her whole attitude is one of submission and obedience. She lowers her eyes, standing in front of Dr. Walsh's desk.

" Hello, mommy," Veruca says, her tone quiet and shy.

" Hello, Veruca dear, " Dr. Walsh stands, holding out her hands. " How are you, dear?"

" I'm very well, mommy. I'm so happy playing with Drusilla now. Thank you for bringing me back." She blushes, " I'm sorry I was so mean before."

Dr. Walsh smiles. This is a much improved version of Veruca, at least in her mind. She made sure they bred most of the aggression out of her this time, and did intensive training to make her submissive and quiescent. She can be a valuable tool, but not as she was.

" That's alright, my dear. I'm just glad you're happy now." She smiles at the clone. " Now dear, why don't you go sit with Emily in the next office. Drusilla and I have things to talk about."

" Yes, ma'am, " Veruca says, turning and walking out of the office.

" Don't wander far, dearie," Drusilla calls out. " We have many more games to play." She turns to Maggie Walsh, beaming. " She's just such a dear. Thank you for giving me lil sis back, Dr. Walsh."

" Well, I'm glad you're happy, Drusilla. Just do keep Spike away from her. I think he's a bad influence on her."

" Oh, of course. My Spike can be such a bad dog sometimes. Ruff!" She weaves a little. " I need to keep the boy on a collar and chain, I do." She smiles.

" Ah, yes," Dr. Walsh has no interest in Dru's and Spike's sex games. " I need you to do something for me Drusilla."

" Of course mummy."

" Do you remember the subject named Willow Rosenberg?"

" Willow… Willow… oh yes, the cute little fire-haired one. Yes, such a sweet little thing," Drusilla smiles. It's rather a disturbing smile.

" Yes, exactly. I need you to do something. I need to verify if our Willow is pregnant. Can you do that for me, Dru?"

" Ah, yes, lets look, shall we mummy?" Drusilla closes her eyes and begins to weave back and forth. She places her long fingers to her temples and hums quietly to herself. After awhile she smiles. " Ahhh yes, it appears the little one has a little one in the oven, indeedy," Drusilla says in a sing song voice. " oh, and it's very small yet, barely more a blip. But it's growing right along, nice and healthy."

" Can you determine its Father?"

" Wait a mo, mummy…" Drusilla looks in her purse, and pulls out a pack of Tarot cards. She deals the cards down on the table, crossing them over each other. " Hmmm… Hmmm… yes, indeed. Here's daddy dear," She holds up a card.

It's a picture of a large cat, panther like and pure black. Dr. Walsh smiles. Our Faith, indeed!

" Well done, Drusilla. I don't suppose you could locate them?"

Drusilla closes her eyes, holding the panther card. She beings to hum softly to herself. She frowns.

" I can't seem to spot them. I can feel they're close mummy, but they seem to move and move and move…"

" That's alright, Drusilla. They're probably moving to avoid us finding them. I have men in the field. We'll capture them yet."

" May I play with the precious baby when it's born, mummy?" Drusilla looks expectant.

" We'll see, dear, " Dr. Walsh says. The last thing she wants is Drusilla to be near the baby when it's born. " You may go now, dear."

Drusilla, however, doesn't move. She starts to murmur a rhyme.

" I saw and old friend, he lived in me shoe.

He looked so sad and lonely, I didn't know what to do…"

" Was there something else , Dru?" Dr. Walsh asks. She gets creeped out spending too much time with Drusilla.

" Oh… not really mummy. I was just curious… what do they do downstairs?"

" Downstairs?" Dr. Walsh looks puzzled. " you mean in the labs downstairs?"

" Aye mummy, those clean and white and shiny places."

" They run experiments for Research and Development, Dru." Dr. Walsh gets suspicious. " Why do you want to know?"

Drusilla says in a sing song voice:

" I saw an old mate,

He wasn't at all the same

He was in an awful state

I don't believe he knew my name…

" Drusilla, what is it?" Dr. Walsh is curious and suspicious at the same time.

" Oh, I think I should show you something, mummy, if you promise you won't beat me."

" Of course I won't beat you, dear, " Dr. Walsh assures her. " Did you do something bad?"

" Oh, no, not me, Dr. Walsh. But I think something bad's been done…"

Dr. Walsh doesn't like the sound of that.

" Show me, Drusilla."

Drusilla leads the way as they leave the office.

3

The van pulls up to an old abandoned warehouse in the heart of the Sunnydale commercial district. The side door slides open, and the occupants pile out. They go and open one of the loading doors, and Giles drives in. They close the door behind them.

Inside, the warehouse has been converted to a temporary living quarters. Along one wall is a row of cots, each separated by a privacy curtain. Close to them is a bathroom facility, built into the space as a separate room.

Across from the living area is a work area. A large table and chairs are set up; across the warehouse from it is a small laboratory. Nothing fancy, pretty much the basic equipment.

With the exception of a mess area with some basic cooking appliances, the rest of the warehouse is pretty bare. It's not designed for comfort; more for an emergency. Such as they're having now.

" Hey, Will, are you ok?" Buffy says, coming up to her friend.

Willow looks pale and drawn. Her eyes look bloodshot, and she has her arms folded across her stomach. She looks at Buffy and smiles. It's a rather wan smile.

" I'm ok. Just feeling a little punk. Think it'll be ok if I go lay down?"

" Of course, Will, " Buffy says, a little worried. " Do you want me to get Giles to look at you?"

" No, no… I'm fine… just maybe a little… Uhhhh. " Willow, clutching her stomach, runs for the bathroom.

" What's goin' on?" Faith comes up behind Buffy." Oh…damn…is she…?"

" Yeah, she is. Maybe you should…?"

Faith doesn't answer. She just runs after Willow

Willow leans over the bowl, the contents of her stomach coming up again. She reaches to flush, and the noise brings a flash in her head.

" Who is it, Rory?" Claire asks, waiting by the door. When she doesn't get a response, she goes back into their room.

Rory is leaning against the wall, looking pale. She's still holding the phone. Claire, worried, approaches her carefully. She lays a hand on Rory's arm.

" Are you ok?" She asks, quietly.

"Yeah… yeah, I'm fine, " Rory says, pulling herself together. She hangs up the phone. " Everything's fine."

" Rory, you're white as a sheet. What's wrong? What's going on? Who was that?"

" Nobody. It's nothing…I'm just feeling a little punk…" Rory wanders over towards the bed." Mind if we kinda put off the celebrating? I think I need to lie down for a bit."

" Rory, talk to me. What's going on? You were fine 5 minutes ago…" Claire comes to her. " Is it Brad? Something to do with Brad? Is he ok?"

Rory gives her a strange look. " Oh I'm sure he's just fine, Claire, " She laughs, mysteriously. " Just peachy."

" Rory Wilkins, what's going on? You're acting weird."

" Claire? I just need to be alone right now, ok? I mean… just go ahead and go out, or whatever. I just need… " she goes to the bed, and lies down." I just need to think for awhile."

" Rory…."

" Claire! Back OFF! Go!" Rory turns her back on her friend.

Claire, stung, backs away. She stops close to the doorway.

" Fine. Be alone then!" She storms out.

Oh God, What'm I gonna do?

4

She sits on a stone bench in the student square, watching the fountain. It's a cold October day, and she is bundled up in a large overcoat and scarf. Even so, she doesn't really notice the weather, or the fountain, or anything around her.

" Rory?" The young man approaches the bench. He's tall, good looking and obviously athletic. He sits on the bench next to her. " What's up? Why the 911?"

She looks at the young man, then looks away.

" Hey, Brandon."

" What's going on?" He picks up her vibe. " What's wrong?"

Her face looks as if all the miseries of the world have descended on her. She still looks away from him, not wanting to face him. She wrings her hands nervously.

" What? What's going on?" Brandon is starting to get a little scared.

" I… I…" Rory stammers. " I'm… pregnant."

" What?" Brandon almost whispers.

" Pregnant, I'm pregnant." She repeats.

" How…how did that happen?"

" What do you think?" Her emotions running all over the place, " the usual way."

" But… you were … you were using birth control… weren't you?" Brandon's voice is starting to get irritated. " You told me you were on the pill…:

" I was… am… was…. Oh hell, I don't know. I was on the pill, but something didn't go right. All I know is I'm pregnant!"

" Is… is it mine?" He asks.

" How can you even ask that?" She explodes. " I was a virgin when I slept with you. I haven't been with anyone else!"

" Ok, ok, I'm sorry…" Brandon puts up his hands.

" What're we gonna do?" She looks at him. " This couldn't happen at a worse time. I can't have a baby now! I'm …I've got my finals, and then I've been accepted to the advanced Bioengineering program… this ruins everything!"

"Don't. Don't worry," Brandon sounds a little nervous. " We'll take care of it."

" Take care of it? What're you talking about? You're not …" She looks at him closely. " What exactly are you talking about?"

" You know. Go to a clinic. Have it taken care of, " he replies. " I can get the money somewhere…"

" Are you insane?" She looks at him like he's grown a second head. " I can't do that! I'm a Catholic!"

" So?"

" That's… murder, according to the church. I can't do that!"

" Well, what else are you going to do?" He asks, " I mean, run around with a papoose on the back? I don't get you."

" What am I going to do?" Rory looks at him incredulously. " When did this become I ? It took two to make this baby…"

" Hold up. No way! There's no goddamn way. No way you're sticking me with this!" He starts to lose his temper. "if you'd been careful, this wouldn't have happened!"

" What're you talking about? I was careful. Why didn't you wear a goddamn rubber?"

"Why should I? You were supposed to be on the pill! I mean, the Pope doesn't like that either!"

" I WAS ON THE PILL. IT DIDN'T WORK!" Rory, totally upset, yells at him.

" Well, too bad. I mean, how do I even know it's mine!"

" What? I just told you… you're the only one I've been with."

" Yeah, you say that. But how do I know?"

" I love you, idiot. That's why. I never would…" She starts to see the light. " You're trying to weasel out. That's it, isn't it? You're trying to weasel out on this!"

" Hey, for all I know, you've been sleeping around with anybody. I mean, what kind of girl is on the pill before she's ready to have sex?"

" You dope. You can't just go on the pill, then have sex. It doesn't work that way. It takes time for the body to adjust to it. Ask any doctor!"

" Yeah, well, all it tells me is that you were ready to have sex with me… and probably half the guys on campus."

SLAP!

" You son-of-a- bitch!"

" Don't you hit me, you slut!" He stands up, red faced. " No way you're sticking this on me. I'm not getting tied down with some slut who's been whoring around with who knows who. No way I'm supporting some other guy's kid!"

" I'll get a DNA test, you creep. I'll …"

" Forget it, slutty. I've got about 30 guys that'll swear they've slept with you. Get over it. This is NOT HAPPENING!" He spits on the ground in front of her. " Get real. Think I want to be tied down with a wheezer like you? " He starts to walk away from her.

" Come back here! This isn't over!" She's up, running after him.

He turns, and strong arms her, pushing her onto the grass.

"Stay the fuck away from me!" He turns and runs off.

Rory watches his retreating form, and sits there, not wanting to follow him. She slumps, holding herself. She tries not to cry, tries to keep it together. But she's hurt, and alone, and the tears just come.

" Rory?" Claire, on her way to class, sees her friend sitting on the ground. " Rory?"

Rory looks up, face tear stained.

" Rory, oh my god. What's wrong?"

" Nothing…nothing…" She starts to shake.

" Rory, tell me, honey," Claire kneels by her, putting an arm around her.

" God, Claire. I messed up so badly. I'm so screwed!" She clings to Claire, starting to cry again.

" Rory, honey, tell me. God, you're scaring me!"

" I … I'm pregnant!"

" Oh, Rory!" Claire pulls her closer. " Brandon?"

Rory nods.

" Did you tell him yet?"

" Y-Y-Yes"

" What happened?"

Rory tells Claire about the fight, and what Brandon said to her.

" That… bastard!" Claire's eyes narrow.

"What'm I gonna do, Claire?"

" Shhh… don't worry, baby. We'll figure it out, " Claire says softly.

" We'll get through it"

5

Willow comes back to reality, looking at the swirling water in the bowl. She feels like her whole life is like that now, one great big whirlpool, sucking her in and tossing her about like a leaf. She hears a noise and looks up to see Faith standing at the doorway, looking in.

" What do you want?" Willow asks, feeling like crap. She turns back towards the bowl as another wave of nausea hits her.

" I just came to see if you're ok, " Faith says, coming over to her.

" Oh yeah, I'm peaches, can't you see?" Willow almost snarls at her. Then her stomach turns over, and its up in the bowl again.

Faith holds her head, gently wiping away the sweat, keeping her upright. Willow, after the heaving is done, shakes her off.

" Maybe I'm just faking this, you know? Maybe it's all a scam." Willow sounds hurt and angry.

" Oh, god, Red, I'm so sorry, " Faith tries to hold her, but Willow wriggles away. " I've been a bitch, I know it. I…"

"What? You're jealous of some stupid ass robot? Is that it. What? You think I'm gonna up and run away with it?" Willow shakes her head. " Don't you think …never mind, stupid question, you don't think." She kneels back down by the bowl. Faith puts her hands on Willow's shoulders. " What? You're still here?" Willow asks, sarcastically." Better run and check make sure I haven't run away yet, " She says, angrily, making no sense.

" Do you want me to go?" Faith asks, voice low.

" Yes!" Willow snaps. Then softens her tone. " No, god no. I just… you were so mean…dammit…and I'm so scared…"

"Oh, baby, " Faith says, coming over to her. She kneels down, and Willow leans heavily into her. " I'm scared too…I don't know what to do here, how to help…I feel… so …useless."

" I'm too young for this, Faith. I'm too damned young to be a mommy. God, I can barely take care of myself. How'm I gonna take care of a baby?" She feels another wave of nausea, and leans over the bowl. Nothing comes up. " How am I gonna support a baby? How would I take care of it? God, my parents wouldn't even let me have a puppy. I'm going to be a horrible mother."

Faith flushes the toilet, then closes the lid, offering the seat to Willow. Willow sits, looking at the crouching Faith.

For awhile, that's all that happens, they don't know what to say.

" It's gonna be ok, Red, honest. We'll figure this out," Faith says, but her tone isn't convincing. More, it's like she's trying to convince herself.

"We? What we?" Willow says, sadly," you seem to want to bolt, Faith. I don't know… you've been getting more and more remote over the last couple of weeks… I can barely talk to you these days without you losing your temper. You sure it's me that's pregnant? Cuz you're having all the mood swings!"

" I'm sorry, Red. I don't know why I've been so… that's a lie. I'm scared, Red. I'm a kid. I'm not ready to be … what am I? … a dad? A mom? Damn, I'm so screwed up. And I can't figure how I'm gonna help you. Protect you and the baby…and they're coming after us… oh god, what if they get a hold of you and the baby? Who knows what that bitch would do…"

" I'm scared too, Faith. I'm not ready at all for this…" Willow sits up, " but you're dancing around the issue. What about the baby? How're we… you and me… gonna take care of it? I mean, what kind of job can you get, or I get , or we both get, to provide for it. Clothes, food, diapers, medical care…a house…what…how're we gonna do that? How?"

" I dunno, Red. I don't have any answers…" Faith looks stricken. "I'm gonna be a daddy…and I can't even deal with my own life yet. How'm I gonna raise the baby, make it strong, and all, if I'm so fucked up about myself. …" Faith looks away." I'm no good at this. I don't know anything about being in a family…how to deal…none of it…"

" And I do? I'm a kid too, Faith. I should be in school, or home, or going to parties and dances…or studying… or hanging out with my buds. I shouldn't be thinking of how I'm going to be a mother. How I'm going to deal with all the responsibility. How I'll deal if my baby isn't…human… god, what if it's some kind of half human freak?"

" Red… Willow…" Faith comes to her, encircling her in her arms. " It's …we'll figure it out. We will."

" Why? I mean, what's the point? We'll probably just end up on some table, that bitch-doctor Walsh cutting us open like frogs in a dissection pan," she pushes Faith away. "No, I don't want to be held, not right now… I need to think… I can't think when you hold me. Just let me go!" She turns on Faith. " you don't have to do this. You can walk away. Why don't you just walk away?"

" Because I can't, Red. I can't walk away… I won't walk away. I'm scared as hell but I'm not leaving you alone to face this. I won't do that!"

Willow continues to struggle, but Faith just pulls her closer, tighter to herself. Willow finally gives up, and leans against her. She starts to cry softly.

"What're we gonna do, Faith? What're we gonna do?"

6

" This is monstrous!"

Maggie Walsh looks down on the gurney in front of her. Her eyes are wide and angry, her lips tightly pressed together. She's still trying to take in what she's seeing, She can't believe her own eyes.

Lying on the table is what's left of the man she once knew as Lt. Commander Riley Finn. But man doesn't quite describe him anymore.

He's large, much larger than before. His proportions are all out of whack. His chest arm and legs muscles are huge, almost a hulking mass of tissue and bone. His head is also proportionally larger, the brow ridge prominent, the jaw recessive while the overbite is exaggerated. His eyes… god his eyes are almost pig-like in his face, and his nose more resembles a snout than a human nose.

And he's much taller. Almost 7 feet tall. He's literally been made into a monster. At the moment, the … thing … is asleep.

Dr. Walsh on the other hand, is wide awake and furious.

" Ethan Rayne. That bastard did this to him. Made him… this…this…" She's so angry, she can barely speak.

" I saw him down here, and I didn't know him at first, mummy, " Drusilla says, " I recognized him by the tattoo on his arm…"

On his arm is a navy tattoo of an anchor… Maggie remembers seeing that once or twice herself.

" Ethan must've done this to get back at me. God, I hate that man. First he's ruined Cordelia. He's turned her into some kind of slut whore for his amusement. Who knows what those ' nanobots' of his have done to her DNA coding. I don't even know if it's possible to bring her back…" She looks down at Riley. " And now this? Making Riley into some kind of monster. Probably plans on killing me with it. Wouldn't that just be irony out the ass?"

" You want Spike and I should do something to him, mummy?" Drusilla comes closer. " We can think up all sorts of fun we could have with him."

" No… not yet… I can't do anything to him yet. I need his money and his influence to get what I need to finish my research." Dr. Walsh says tightly. " No, for now, we let him think it's his game. Get on his good side, get through his defenses…" She turns to Drusilla. " Then, when the time's right, you and Spike can have all sorts of fun with our dear Mr. Rayne."

At that moment, her cell phone goes off. She answers it, still fuming from the perfidy she sees in front of her.

" Yes, what is it? What… you've spotted them? Where?" She listens, a smile coming over her face. Finally…something's going right!." No… don't do anything yet. Keep them under surveillance. Yes, that's an order. Take no action yet. Watch them for awhile, and report back in. Yes. Yes, that's right. You'll get your bonus. Yes. Goodbye."

Sloppy, Giles. Very sloppy. You're new ' safe house' is compromised. Now, we'll just wait until you or one of your little friends slips up… then we'll see who's on top of whom. Thought you could get away with this, didn't you?

She looks at the table where the monster formerly known as Riley Finn lays. She frowns.

Maybe, dear Giles, I have just the thing for you. Maybe.

" Now, we just wait for the mice to take the bait…"

Turning her back on the gurney, she leaves the underground lab.

7

" Bogus. This is bogus," Faith shakes her head, looking over their ' plans'.

Faith, Buffy, Angel and Oz are around the conference table, looking at a map of the Rayne estate. It's a detailed map showing locations of buildings, the general layout, and the security systems installed on the estate.

" The whole thing is surrounded by huge walls, topped by electrified razor wire. It's like getting cut and burned at the same time. We're not gonna be able to get through that."

" The walls run only along the front of the estate, Faith. The rest is just chain-link fencing with razor wire backing it. " Angel points out on the map.

" Yah-huh. And still electrified. So when you're going in the with bolt cutters, you still get a nice 30,000 volt kiss. Exactly where did you want us to send the body, Angel?" She smirks at him." Or more likely, the ashes?"

" Faith! You don't have to get so nasty with Angel," Buffy glowers at her.

"Not being nasty, Blondie. Just facing facts"

" Faith, look here, " Angel points at a secluded area at the rear of the estate." See that? That might be our way in."

" What? All I see is … well, damn, I didn't see that," Faith admits.

There appears to be a hole in the defenses at the rear of the estate. A patch of woods crosses over the Rayne estate at the rear, and there doesn't seem to be any fencing or other devices at that point.

" Still… what's to say that a goon squad of Rayne's security won't be there waiting? I'm thinking they won't be carrying sacks of cookies for us, either. And even if they're not Johnny on the spot, what's to say his thugs don't get us once we're in?" Faith makes a face, " kinda like jumpin outta the frying pan right into the double boiler, ya know?"

" Ok, that's really so not helping, " Buffy says, " What's the deal? Why're you being so negative? You got any ideas at all? If so, we'd love to hear them… be a nice change from ' that's not gonna work'."

" I got an idea," Oz says quietly.

" What?" The others turn to him.

" We don't go in. We get the hell outta here, and get lost. What's the point, anyway?"

" Oz, Cordelia might be in there," Faith says, " we can't leave her with those bunch of freaks."

" Right, so we get her out and she can be with this bunch of freaks," Oz says, the bile clear in his tone." I'm sure she'd love that."

" Better than being cut up into kibbles, I'm pretty damned sure," Faith is perturbed. What's his deal, anyway?

" Oz, we can't just leave her in there," Buffy says, quietly, " those … monsters might just dissect her or worse. If there is anything worse, I don't know. I just figure if there is, they'd know it and do it."

" What's to say she's even in there?" Oz asks. " Who's seen her? For all we know she ran away to New York. So we go in, find no Cordelia, oh and get killed for the laughs?"

" Ok, Ozman," Faith hooks his arm, pulling him away from the others. " Why the big poop on the party? What's going on? You're so negative-o on this plan. Why?"

"Cuz, cousin, it's bogus, like you said. All this happy crap about us being together, united and all that. Take a look. We got what? 5 scared kids and some nerdy doctor… against a billionaire and his resources. Doesn't take a genius to figure who's gonna come out on top."

" We had less when we went in for you, Oz? Or did you forget that?"

"No, I didn't, " Oz says, " But you guys coulda gotten killed, and for what?" He looks at her with a cynical expression. " Get me out? Everything's so peachy now, isn't it Faith?"

" You woulda preferred we left you with them?" Faith looks angry.

" Yeah, I really would've. What the fuck do I got out here? A fucking life as Wolf boy, freak of science. Think I want that, Faith? I wanna be nothin' but a freak for the rest of my life? Thanks loads for making that happen!"

Faith goes to slap him, but stops herself. Instead, she pulls him into a hug. Oz resists, pushing her away. She persists, and finally backs him into the wall.

" Listen to me, Ozman. Long as I'm breathing, you're not alone. You're my cousin, and that's not changing."

" That's just more programmed crap, Faith. It's doesn't mean squat."

" Does to me, moron. You're family. Get it?" When he doesn't respond, she pulls him into a hug. " Get it?"

" Yeah," Oz replies, " I get it." But he doesn't sound convinced.

" Then stop being an idiot, and lets get back. See if we can figure this thing out." She shoves him towards the group.

Across the way, Willow and Giles are examining the newly christened Dawn Bot. Willow has her access panel open, and is adjusting some wiring inside it.

"Stop that, it tickles," Dawn giggles. She slaps at Willow's hand.

" You don't have nerves in your wiring, Dawn, " Willow shakes her hand, checking a lead connector." Stop fussing."

" It tickles, I'm not kidding. You keep it up and I'm gonna pee my pants!" Dawn giggles hysterically. She starts to wriggle in the chair. " Stop it!"

" There, done, " Willow shakes her head. Not sure I didn't prefer Anne's come-ons to this bot's inanities. Tickles my butt!

" 'bout time!" Dawn says, " What're you doing in there, anyway?"

" I'm just making sure you haven't fried a circuit or 6. You're acting like a moron," Willow grumbles.

" That's enough, Willow. Let's just see if Dawn retains any of Anne's memory of Ethan Rayne."

" I don't see why not," Willow says, " she should have all the data stored in her non-volatile memory. All we have to do is figure how to access it."

" Well, we could ask her," Giles says, gently. Willow just gives him a look.

" Ask me?" Dawn perks up, looking at both of them. " What do you want to ask me? I know bunches of stuff. I'm really smart, you know."

" Yes, you've said that, repeatedly, " Willow half grins, half scowls. God, she is sooo annoying!

" Dawn, what can you tell us about Ethan Rayne?" Giles asks the 'bot.

" Oh, lots and lots!" Dawn smiles brightly," I know lots about Ethan." She frowns. " Not very nice, some of it." Her eyes go wide. She looks at the both of them. " What's a rim job?" She asks innocently.

Giles looks aghast, while Willow turns white, then red. " Ummm… where'd you hear that?"

" Oh, I was accessing some of the personal data of Anne's and it seems Ethan was particularly fond of rim jobs. Does that have anything to do with car rims?" Does he like then nice and polished?"

Giles and Willow both look embarrassed and somewhat pained.

" Oh, wait…I'm accessing a definition for … oh… OH!" Dawn's eyes go wide." That's just…nasty!" Her cheeks turn red. She looks at the others " Who would do such a thing?". The Dawn Bot shudders.

Pretty sure when you were the Anne Bot, you gave plenty of them, Willow thinks, blushing a little herself.

" I think maybe we can stay away from Ethan's personal peculiarities, Dawn," Giles, cleaning his glasses, coughs a little. " Maybe we should start slowly. How about a small biography of his career."

" Ok, " Dawn squeaks a little, still thinking of that Ethan's peccadilloes. She closes her eyes for a few moments, then begins. " Ethan Rayne. Born August 7th, 1950 in Sussex, England. Mother Emily Rayne nee Forrester, Father Alistair Henry Rayne. Father successful businessman, VP of major shipping firm. Ethan was educated in Eton, then Cambridge. Got his MBA at Harvard, joined the Wall Street firm of Myers, Cohen and Shull as an investment banker. Remained with them 7 years before branching out into his own financial investment company."

"He soon found that the real money was made in less than legitimate transactions made with shadowy and often illegal cartels world wide. While retaining the patina of respectability, his company took on more and more creative dealings with the shadow cartels. Nothing was ever proved, but it's rumored his dealings included money laundering, arms smuggling and corporate and international espionage. He narrowly escaped being implicated in more than one major financial scandal."

" In 1990, Ethan became involved with a group of weapons dealers and rogue scientists known only as the BioWar Cartel. Their sole purpose was to develop and control weapons of mass destruction. They developed an extensive black market of 'products' for sale to the highest, and often most corrupt, bidders. Using his financial connections, he was able to create a cover company, " RAYNE INTERNATIONAL" to hide the cartel's activities. This began in 1991."

" By 1995, Rayne International had diversified, moving into High Tech weaponry and secret projects. In 1996, Ethan began a secret campaign to eliminate his rivals within the BioWar cartel. He accomplished this goal in 2001, when his last rival, Ali-Sheik Rhamed was found …well, lets say he was merely a grease spot of his former self." Dawn looks at them. " Not a very nice man, " she comments, and continues. " Once he consolidated his power, he began his current project, still ongoing. Code named " Global Rayne", it is his personal goal to literally take over the financial , economic and social structures of the planet, bringing them all under one umbrella corporation. His corporation."

" Good Lord!" Giles exclaims, " He plans on…" He notices Willow seems to be staring away, not paying attention.

Willow for her part, is caught in a flashback.

Rory Wilkins is in her dorm room, packing. Her roommate, Claire, walks in, catching her.

" Rory? What's going on?" She comes over and sees the open suitcases. " You're leaving?"

Rory looks up, eyes red and puffy from crying. " What choice do I got, Claire? My life here is over… everything is over. My fucking life is over!" She stuffs things willy-nilly into the cases.

" Rory, honey," Claire comes over the distraught girl, trying to take her in her arms. Rory backs off, however. " It's going to be ok. It's not the end of the world!"

" It's the end of my world, Claire. I worked hard to get here, right here… and now its being snatched away from me," Rory looks at her friend, " I lost my internship today!"

"What? How could they?" Claire is offended. " You're the best candidate for the position."

" Yeah, if I weren't pregnant. They didn't say that was it, but I know that's the reason, Claire. They don't want some bulging, pregnant cow working at their research facility."

" That's sexist. They can't do that! That's against the law!" Claire looks for her soapbox to mount.

Rory looks at her sadly. " That's reality, Claire." Her mouth is a tight line across her face. She closes the cases.

" Rory, you can't just leave. Ok, so those bastards took away an internship. There'll be others. Better ones. You've got to fight this, Rory. You can't just give up."

" Yeah, sure, " Rory says, unconvinced." So, what? I just go on, forget I lost my shot, Claire? This was with Brandon Microtrends. They were part of Rayne International. The largest high tech company in the world. I could've been set… " Rory's face takes on an expression Claire has never seen before. Anger, bitterness and despair. " You got no idea what I … what I gave up, to get this shot…and it's fucking gone! I gave everything for this. Everything I had, " Rory picks up the cases. " That's gone, baby. Gone." Her face becomes cold, hard, set in stone. " I can't do this anymore, Claire. Can't take it anymore. Gotta go…"

" Rory, please," Claire comes to her. She puts her arms around her. Rory stands as if made of stone. " Don't leave, please. Let me help you. I can help you if you let me."

For a moment, Rory's expression softens. She looks at Claire, and a tear rolls down her cheek. Then her face sets, and she pulls away.

" I'm sorry, Claire. No one can help now."

Rory turns, and setting down a case, opens the door. She picks up the case, and disappears down the hallway.

Claire walks to the doorway, and watches her go. She wants to call out, but knows it won't do any good.

She watches until Rory disappears.

Then she shuts the door.

Willow starts, and looks at Giles. " Geeze… sorry…" She sees his expression. " I guess I just…"

" Are you quite all right, Willow?" He asks, looking at the young girl. She's so pale… " Maybe you should lie down. You look a bit peaked."

Willow grins. " No ones exactly looking great right now, Dr. Giles. When was the last time you saw a razor?" She teases him. " Maybe I'll do that. Feeling a little crappy." She gets up, making for the rest area.

Giles turns back to Dawn. " All right, Dawn. What else can you tell me of Ethan's plans?

Willow watches, and when Giles turns, she veers off course. She heads for the doors. Watching carefully, she makes her way unnoticed. She quietly opens the door, and slips out, shutting it quietly behind her.

She leans heavily against the wall of the warehouse. Her expression is one of hopeless defeat.

I can't do this anymore. I can't! I gotta get out of here. Get away… this is all too much… too much. I can't deal, I just can't…

" Willow?"

Willow looks up. At the end of the alley, Ira and Sheila Rosenberg are standing, looking at her.

" Mom? Dad?" Willow can't believe her eyes. " What… how… how did you find me?"

" Willow, does it matter? We're here to take you home, baby, " Ira says, " come on, come home. Everything's ok."

" Dad! They… the Initiative… they're looking for us. You've got to go…please." Willow finds herself walking towards him. " You and mom aren't safe… please, go!"

" Don't be ridiculous, Willow, " Sheila says. " The Initiative? What's that… Oh, I remember," Sheila turns to Ira," God, Ira… that madman really has them convinced." She turns back to Willow. " Honey, we talked to Dr. Walsh. Dr. Giles, it seems, suffered a nervous breakdown. He's been showing signs of it for almost a year. But … all this… this Initiative and all the rest of it he told us about at the Chase mansion? Just his delusion, baby. It's nothing more than that. Where are the others?"

Willow wants to believe her. She so needs to believe her. God, if she's … that means… the nightmare's over… we can go home…

She walks closer… then stops. Faith. What about her? How did she get that way? Something's not right…

" What about Faith?" She calls out.

At that moment, Ira raises a pistol and aims it at her. He fires, and the bloom of a trank dart appears on her chest. She looks at it, and then another appears. She looks up.

" Daddy?" She says, right before she falls to the ground.

Ira signals, and a couple of operatives, dressed in black, come and pick up the unconscious girl. A third operative warily makes his way to the building, and leaves an envelope close to the door. He then joins the other two, and they take Willow out of the alley.

" What about the others," Sheila says. " Should we get them too?"

" No, not now. Dr. Walsh is most concerned with Willow. She has her now… the others? Can wait." He looks at the warehouse, " No telling how heavily armed they might be. No, better to have them come to her." He smiles.

They turn and leave the alley.

8

" Hey, Giles, do you know where Willow went?" Faith asks, walking up behind Giles.

" Hmmm?" Giles is still busy interrogating the robot. " She went over to lay down, " He says, a little irritably. " Perhaps you should check there."

" Maybe you should, Giles. I already checked there. And the bathroom. She's not in either place."

" Well, did you check over by the mess?"

" Dammit, Giles. I checked there. Where is she?" Faith's temper is starting to rise.

" I don't know. She said she was going to lay down," He looks towards the doors, " you don't think…"

" Dammit. She must've… but we're not supposed to go outside. She knows that…" Faith goes pale. " Oh god, she was so scared earlier… what if she…" She turns, and runs towards the doors.

" Faith! WAIT!" Giles calls out after her.

But Faith is already at the door, and going through it.

" What's going on?" Buffy stands as Giles passes her. " Where's she going?"

" Willow's missing!" Giles says as he passes.

" Missing?" She turns to Angel, who's up. Oz is also standing , and the three of them make to follow Giles out.

They find Giles staring down the alley. Faith is at the entrance to the alley, looking around. She comes back, her face red with anger.

" Gone, she's nowhere around. Gone, " She cries out, running towards Giles. " This is your fault. Yours and that fucking bunch of perverted creeps you worked with. You did this to her. You … I should kill you!" She runs at Giles, and starts attacking him.

" Faith, no! Stop!" Buffy and Angel run over, pulling her off Giles. Giles backs up a step, his glasses askew, his clothing torn. He stares at Faith.

" He did this! Him and those… bastards he works for. They did this to her. They … made us like this" She screams at Giles " YOU'RE THE MONSTERS! YOU AND WALSH AND THE REST!!! YOU FUCKING FREAKS!!!!" She struggles against Buffy and Angel, trying to get at him. " You did this to her. She's out there alone and scared, because of YOU!"

" Faith, calm down… " Angel says, trying to subdue the upset girl.

" Calm DOWN, ANGEL? CALM DOWN?" She yells. " What if it were Buffy? WOULD YOU BE SO FUCKING CALM THEN?"

" Faith, wait… " Oz says, coming to her. " I found this by the door…" He looks up at Giles. " It's addressed to you."

" Gimme that!" Faith snatches it out of his hands. " Think I trust the professor there?"

She tears open the envelope, then reads the letter. Her face goes dark, and her expression becomes angry. She reads it out loud so the rest can hear.

" Dear Giles,

Tsk, Tsk. Sloppy work, Rupert. Very careless. But then, that's always been you're hallmark, hasn't it? I know where you are. Your new safe house? Not very safe, is it , old boy? And I have Ms. Rosenberg as my guest, at the Rayne estate. I'm sure you know where that is, don't you?

If you want her back, come get her. We'll be waiting for you.

Ta ta for now

Cordially,

Ethan Rayne.

Ps: Just so you know, old boy. Maggie's working for me now. Thought you'd like to know."

" Bloody burke!" Giles swears softly. He looks at Faith, who's staring at him angrily. " We'll get her back, I promise Faith. I'm hoping to get more information out of the 'bot. Maybe we can find some weaknesses to his defenses."

She just stares at him. Then she turns to the others. " C'mon. We've got to figure a way in now. Everybody start working on it. You too, Oz. I need you now , Couz!"

" Don't worry, Faith, " Oz says, putting an arm on her shoulder. " I'm with ya. We'll get her back."

All of them walk towards the door, but Faith stops Giles from entering.

" Look, I know it wasn't your fault that Willow bolted. She was upset and hurting."

" Thank you Faith, " Giles says. " Don't worry. We'll figure a way to get her back."

" We better. Because, I still blame you for this mess. If we don't get her back?" She stares at him, her eyes hard.

" I'll kill you myself!"

To be continued.


	16. Chapter 16

The Initiative, Part 15

1

Faith sits away from the others, staring at the plans for the Rayne estate. She has to find some weakness in the security, something, anything. She has to find a way in. Willow's there now, and unless she can find a way to break the security, she'll be lost.

Faith won't; no, can't accept that Willow is lost to her.

My fault. This is my fault. If I'd only been stronger, if only I'd found some way to reassure her, she wouldn't have gone out, trying to run. Those bastards have her because I couldn't be what she needed!

She jumps up, unable to sit still. She strides over to where the others are trying to work with the 'bot. She stops at the edge of the crowd, glowering at them.

" Anything yet, for Christ's sake? How long is it gonna take for this overbuilt garbage disposal to tell us what we need?" Faith's voice is as edgy as her nerves.

" We've been able to retrieve a more detail analysis of the Rayne security set up, along with deployment of security around the estate. But we're still working on whether she has the appropriate codes to get us in, " Giles says, himself feeling the pressure. " Unfortunately, her retrieval of the stored data in the old memory banks is hindered by built in security algorithms and a generally sloppy organization of data. Never mind the overwhelming sexually oriented material we've had to get through. You'll just have to be more patient Faith."

" Yeah, well, why you boys are sitting here droolin' over this electronic version of the Kama Sutra, Willow is …." She gestures angrily. She turns to Giles, her expression cold. " Maybe, Doc, you need some reminding exactly what the what is, " Faith gets in his face. " Don't think I won't keep my little promise I made you," Faith rears back her fist, ready to deck Giles.

She finds herself suddenly gripped by the arm, and it's twisted around behind her back. She's being shoved away.

" What the fu…" She looks over her shoulder to see Buffy doing the pushing. " Let me go, Blondie. I just wanted to scare him a little. Wasn't gonna hurt your precious professor."

" Not until you promise to calm down, Faith," Buffy says, holding her with her arm twisted behind her back," Not helping you attacking Giles. He's doing the best he can, and you threatening him? Just delaying things."

" Let me go, dumb ass. I'm gonna hurt him. I just wanted to bring his priorities back in line," Faith struggles, but she's pretty well caught. " I won't hurt him. Let go of me!"

" Promise!"

" Ok, ok, I promise!" Faith grumbles.

Buffy releases her, and she turns around and punches Buffy square in the face. Buffy reels back.

Angel, seeing this, starts to come over, but Buffy waves him off. " I got this, just stay out of it, Angel."

Faith comes at her punching, but Buffy dodges it, and sweep kicks her, knocking her legs out from under. She jumps on Faith, holding her down.

" Ok, what part of knock it off didn't you get?" Buffy say, glaring at her.

" Well, screw you, Buffy. Protecting that asshole. It's him and his buddies that did this to us. You forget that, freak?" She glares back at Buffy." Maybe we shouldn't be trusting him so much. Maybe he's still working with that insane-o bitch!"

" C'mon, Faith. Even you're not that stupid to believe that. He put everything on the line to get Oz free. He's doing the best he can. You attacking him? Just making things go slower!"

" Yeah, well, how'd you feel if it was Angel ? Would you be so fucking cool about it? Huh, Blondie?" Faith's anger breaks, and she stops struggling. " I can't just sit here and do nothing while those monsters might be hurting Willow…" she looks up at Buffy, her eyes sad and pleading.

Buffy gets up, releasing Faith. Faith lies there, not moving. Buffy squats beside her.

" I get it, Faith, I really do. I'd be going postal if it were Angel. I just wanted to stop you before you did something stupid," She strokes Faith's hair. "We'll get her back, I promise."

" I just can't sit here doing nothing, Buff. I gotta do something. I'm going nuts, worrying about her."

" Well… I gotta an idea of something we can do… might be a little risky. You up for it?"

Faith sits up. Her grin says she's feeling better. She's action girl. This sitting around waiting is making her itchy.

" Damn right I'm up for it, Blondie, " she looks at the others, gathered around the 'bot." What about them? Should we tell them?"

" Already told Giles what I wanted to do. He's ok with it. I was coming over to tell you when you went postal on him."

" Shit! Ok, I'm a moron, " Faith gets to her feet. " So what's the plan?"

" I'll tell you on the way. C'mon, we're gonna need a few things…"

The two of them head for the van for supplies.

2

Dr. Marguerite Walsh sits back in her chair, an unsatisfied expression on her face.

Of course, she was very happy to have Willow back in her custody. That girl was the pinnacle of her work to date. Not only, by all reports, has she the ability to change from human to her primal state; but she's pregnant, with Faith's child.

She's already done some testing while Willow's been asleep, and affirmed that the child indeed is healthy and growing. DNA testing would have to wait for childbirth, but that wouldn't be too long with the accelerated gestation period she's programmed into the clones.

No, as far as Willow and Faith were concerned, things seemed to be right on track.

What bothered her were the other pair from that generation of subjects. Buffy and Angel. She had it on good word that they've had intercourse. Yet, the last time she examined Buffy, there was no indication she was pregnant.

What if Willow and Faith are flukes? What if on the whole, the newest generation is still sterile? That would set things back again! I know we worked out the problems with fertility. We tested it thoroughly. Something else must be going on. I can't believe there's another generation of sterile subjects. No, there must be something about Buffy and Angel that just isn't right.

Maggie opened the files on her desk, the ones containing the data and progress on Buffy and Angel.

As she reads over the files, her mind flashes back on the time she first laid eyes on them.

Dr. Walsh walked into the ER section of the hospital, going over to the gurney containing the body of Liam McConnell. She looked down, grimly, as the staff stood watching.

You were a handsome one, weren't you, Liam? Well, you're going to make a fine source for my experiments. Don't worry, doctor. You'll still be saving lives… just in a different way now.

Taking out a sampling kits, she retrieves some tissue and saliva samples from the cooling body.

" Ok, you understand then? The body is to be transported to this address. I'll need it for further research, " She addresses the rest of the staff.

" What about his family?" Dr. Johanssen, a colleague of Liam's asks. " They may want to bury him."

Dr. Walsh pulls a folder out of her attaché case, and removes a signed document from it.

" Dr. McConnell donated his body to science for research. I'm here, on behalf of the University of Sunnydale to collect it. This was his final wish."

Dr. Johanssen looks over the document. It looks legal enough. He looks at Dr. Walsh, however, and finds he still isn't convinced.

" Do you have some proof you're who you say you are?" Dr. Johanssen asks, looking at Dr. Walsh with a some suspicion.

Dr. Walsh smiles, and pulls out her I.D., along with a letter from the president of the University identifying her as the head of the Bioengineering department under the School of biology at the university.

Despite his reservations, Dr. Johanssen has no choice. She's obviously the person mentioned in the letter. Shrugging, her returns the document. She still gives him a creepy feeling.

" I'm sorry, I know Dr. McConnell was a friend of yours. If I seem to be a little… ghoulish, it's just because I've had to become used to dealing with post mortem remains. I try not to think of them as people, because that would just… well, you understand." Dr. Walsh looks concerned. " Please, believe me. The work we're doing is going to help save countless lives. I know Dr. McConnell would want that."

Dr. Johanssen nods. Maybe I misjudged her. This can't be easy for her to do. God, if it were, she wouldn't be human.

"What else can we do to help?"

" The university will be sending a team to collect Dr. McConnell's remains. If you could, to preserve the integrity of the cell tissue, if you could keep his … remains cool to prevent degeneration, it would be very helpful."

" Of course. When can we expect them?"

" They should be here in a day or two." Dr. Walsh says, her tone sympathetic. " Again, thank you for your help, Dr. Johanssen. It could mean a lot in our research."

Dr. Walsh watches, suppressing a smile as Dr. Johanssen takes a last look at his friend. He then directs the body to be taken to the morgue, and walks away. The ER is busy tonight, and he doesn't have time to grieve for his friend right now.

There'll be more than enough time later.

The scene shifts, and now Dr. Walsh is sitting in a visiting room, at the holding cells for prisoners awaiting trial. Across from her is sitting a young woman in an Orange jumpsuit.

She can't be much more than 20, if that. Perfect. Her DNA will prove quite useful, Maggie thinks, as she stares at the young woman.

" So, what, bitch? You just come here to stare at me or what?" Terese Soldano grunts, staring at Dr. Walsh. " My lawyer here says you got a deal for me? You from the D.A.'s office?"

" No, Ms. Soldano, my name is Dr. Walsh, " Maggie extends her hand. Terese just stares at it, then lifts her own hands. They're cuffed. Maggie withdraws her hand. " But I'm here to offer you a 'deal', as you put it."

" What the fuck is this about?" Terese turns to her lawyer, " You said I had a deal going here. What's up?"

" Terese, frankly? You're case looks pretty bad, and the D.A. wants to make an example out of you. For shooting the doctor. So, pretty much, you're looking at the death penalty."

" Yeah, well, that's your job, dude. To get me not dead, you know? Not introduce me to …" she nods towards Dr. Walsh "… some dykey science nerd."

" Let's get real here, Terese," Her lawyer continues, " the evidence against you? You were caught close to the scene. Test firings from the gun they found on you match the bullets in your gun to the bullets in Dr. McConnell's body. Further, there are witnesses to you threatening the doctor's life. and you're not exactly Miss Innocent, Terese. You have a pretty long, violent record. To be frank, you're chances at anything less than the death penalty are slim and none." He turns to Dr. Walsh. " You said if my client cooperates, she'll live?"

" Yes," Maggie lies smoothly," If she cooperates." She looks at Terese. " I've had a legal team look over the evidence the state has against you. It's pretty grim, young lady. If you don't cooperate, you can pretty much expect to be executed."

Terese swallows hard. Dammit! But what choice I got? Live or die. Life, even in prison, is better than taking the big dirt nap!

" What do I gotta do?" Terese asks, quietly.

Dr. Walsh smiles.

Once again, her memories shift, and Dr. Walsh is in another hospital waiting room. This time she's sitting next to Joyce Summers, who looks drained. Her daughter is in intensive care, her body covered by 3rd degree burns. Her chances of recovery are almost nonexistent.

Joyce looks at the burned body of her child, then back at Dr. Walsh. She can't believe she's even considering what Dr. Walsh offered. Then she looks again, and knows she has to do it. She's desperate.

" I'm still not clear, Dr. Walsh. You say you'll be able to grow Elizabeth a new body?"

" Not exactly, Joyce. We'll be able to clone Elizabeth. Create a new being with her DNA. It won't be her, but essentially a new child. However," she puts a hand on Joyce's arm, " with your help, we'll be able to recreate Elizabeth's personality, filtering out the psychological problems that led to this tragedy." She smiles at Joyce. " She won't have her memories… we'll have to recreate a new life for her."

" But it won't be Elizabeth then, " Joyce says, looking again into the ICU unit. " She won't be my little girl…"

" Ahh… but we can program her to be you're child, Joyce. She'll think of you as mom. Just, all the problems you had, all the heartache, will be gone. It'll be a fresh start…for both of you."

" I just don't know…" Joyce, feeling uneasy, stands up and walks to the room that her daughter is being kept alive in. " It sound so … out there."

" Joyce," Dr. Walsh gets up to follow her." I know this has been an awful time for you. It's not easy to accept your child had such serious problems that led to this tragedy," She looks at Joyce. " But think of Elizabeth. This is a second chance for her. A clean slate, free of the problems that drove her to this. A chance for her to grow up, be happy. Have children. Don't you want that for her."

Joyce feels her heart ache. She looks in at her daughter, now burned , and wrapped up like a mummy. I never knew she was so miserable. So troubled. Maybe I should just let her go. But I can't live without my little girl.

Even though she still has doubts, she knows what she has to do.

" Ok, we'll do this." She says softly. God forgive me if I'm wrong. But I can't imagine my life without Elizabeth in it.

" I'm glad you made that decision, Joyce," Dr. Walsh says, quietly. She takes Joyce by the arm. "I'll need you to come with me, so we can finalize the legal requirements."

As the two women leave the ICU, Joyce looks back at the dying body of her daughter.

I'm so sorry, baby. Please forgive me…

Dr. Walsh closes the folder, bringing her back to the present time. She ponders awhile, then nods. Perhaps that's the problem. Perhaps the sample DNA we took from Elizabeth was just too damaged. Even with the augmentation of Joyce's DNA…

She remembers being in the lab, Joyce Summers on a table, legs in the stirrups. She's unconscious. Various members of the Moreau Project team are standing about.

" We're going to augment one of the clone's DNA by taking samples from her birth mother, and combining them with the human DNA we recovered from the body. This hopefully will fill any gaps in the sequencing pairs, completing the RNA nucleotides." She directs the two staffers, in white surgical garb to begin.

The two staffers lean over, about to take scrapings from Joyce's vaginal region…

… whatever the cause, I wish I had her here now. I could run tests. This not knowing is murder.

Well, if they take the bait we left them, they'll be here soon, and I'll be able to conduct the tests. I hope there's some way we can fix the problem. I'd hate to have to recycle Buffy… Dr. Walsh shrugs. … oh well, c'est la vie.

She gets up from her desk, and walks out of her office.

3

"Are you sure about this?"

Faith looks at the tree. She's climbed up it before, but it seems a pretty hinky way to get in the house.

" Why don't we just go up to the door, knock it down and go in that way?" Faith says, her impatience overruling her caution.

" Good plan, Faith. And then maybe Ira can knock us over the head, or shoot us," Buffy says, "Look, I've used this lots of time to get in, ok? Not my first time up this tree. It'll work out fine." Buffy starts up the tree.

" What? Why? I mean, you're regular Little Ms. Sunnydale. Why should you have to sneak in to the Rosenbergs?" Faith starts shinnying up the tree after her.

Buffy stops on the large branch leaning over the roof.

" Yeah, says you. But Sheila? Didn't like me all that much, you know? And lots of times, I'd come over after Will's curfew, or something, cuz she needed to talk, or I needed to talk, or something. "

" Or something, huh?" Faith gives Buffy a look, " Get down with your bad selves." She smirks.

" Hey, not like we…" Buffy shakes her head, " It was just two friends getting together, you know?"

" Did I say anything else, Buff?" Faith grins. " Got something to confess?"

" You're an ass. How's that?" Buffy growls," Anyway, like the one at home, it's an easy way to sneak in."

" Yeah, genius. If they haven't locked the window. " Faith says. " If this don't work, we're doing it my way."

" it'll work. Geeze, don't get so touchy, ok?"

"Not touchy. Just usually, sneaky plans? Blow up on you."

The two move over the roof to Willow's room. Faith gets there first, and tries the window. It opens.

" See, told you, " Buffy says, being a bit of a smart ass. " This is gonna work great!"

" I 'm really not liking this, Buffy, "Faith mutters.

" Swell. Tell you what. You go downstairs, ring the bell and let Ira know you're here. Then he can invite you in and knock you over the head or something," Buffy smirks, " Me, I'm gonna sneak up on the idiots. You're choice, Faith." Buffy waves at the window.

"Fine, whatever" Faith slips in the window.

Buffy sighs, and slips in the window. Why doesn't she ever just believe me? Sheesh!

Faith is already in the hall when Buffy finds her. She puts a finger to her lips, indicating Buffy should be quiet, and then points downstairs. Buffy moves quietly to stand next to her.

"… tonight? You want us there tonight? I see… yes, I understand… no, it won't be a problem. Oh, black tie… yes, still. We'll be there. Yes, I know where it is. Yes. Fine. Goodbye, Dr. Walsh."

Buffy looks at Faith, who nods. They crouch down to listen.

" What was that about, Ira?" Sheila Rosenberg asks from below.

" That was Dr. Walsh. Evidently, they're having some sort of dinner party/ presentation at Ethan's manor tonight. They want us to attend. Evidently, there's going to be some kind of demonstration, and Willow's involved."

" Tonight? That isn't much notice."

" Have you ever known Dr. Walsh to be considerate." Ira complains, " So, is my tux here, or at the cleaners?"

" It's upstairs. Oh dear, I wonder if I have anything to wear?"

" You have a closet full of clothes, dear. I'm sure you can find something!" Ira looks at his watch." We need to be there by seven p.m. , so we don't have time for one of your shopping trips."

" Well, I better go upstairs and lay out your tux. And figure out what I'm going to wear."

Faith signals that she's going around to the other side of the banister. Buffy nods, and crouches down out of sight.

Sheila appears at the top of the stairs, and starts for her room. Faith steps out of the shadows.

" Faith? What…"

Before she can say anything else, Buffy is on her, hand over her mouth. Faith hits her, and Sheila collapses like a house of cards. Faith drags her into the bedroom.

" Sheila? Is everything ok up there?" Ira calls out. Not getting a response, he starts up the stairs. " Hey, I'm sorry. If there were more time, we'd do this right. I can't help it that… hello? What are YOU doing here?" Ira sees Buffy. He starts up the stairs, turning to confront her.

" Hi, Mr. Rosenberg. Long time no see…" Buffy says, smiling.

Faith sneaks up behind Ira, and coshes him with a vase. He falls like a ton of bricks. Faith grins at Buffy.

" And now, we've got a matched set."

Buffy grabs his feet, and the duo carries him into the bedroom.

Awhile later, Ira and Sheila Rosenberg wake up to find themselves tied up to chairs in their bedroom. They're gagged.

" Ira! Sheila!" Buffy effuses, " So nice you could join us," Buffy moves to each of them. " So, been a long, long time since we've had a nice chat. I'm feeling chatty. How 'bout you two?"

Various muffled sounds as they try to talk through their gags.

" Gee, Buff. I think you forgot you gagged them!" Faith goes to each, and removes the gags." There, that better?"

" How dare you! What's the meaning of this!" Ira, red faced, shouts. " I should call the police!"

" Bunny Summers. I should've known! I always felt you were trouble. And Faith! Well, did I tell you, Ira? These two are no… OW!"

Faith slaps her, then goes over and gives Ira equal time.

" Shut up!" Faith yells at them. " You're lucky I don't slit your throats right now!" Faith holds up a wicked looking knife." Any questions?"

Both the Rosenbergs go wide eyed, and very quiet.

" Better," Faith growls. But she keeps the knife well in sight, so they don't forget she has it.

" Ira, Sheila! I'm hurt!" Buffy mocks them, " Thinking I'm trouble? Geeze, don't you guys ever watch movies? Good cop, Bad cop. I'm the good cop…" Buffy smiles. " Now, Faith here? She just wants to kill you. She's very upset about Willow. But I convinced her that we should at least give you a chance to tell us where she is."

" What? We don't know where Willow is!" Ira protests, " We thought she ran away… with you !"

"EEEEHHH! Wrong answer!" Faith says. She delivers slaps to each of the contestants.

" Hey! I didn't even say anything!" Sheila complains.

" Aw, well, Mrs. R, see, I'm an equal opportunity torturer…"

Sheila and Ira look at each other nervously.

Buffy and Faith lay out some items they found around the house while Ira and Sheila were napping. Included are a baseball bat, a gun, a can of aerosol spray starch, and a lighter.

The two of them groan, looking more scared than ever.

" That's right, Rosenbergs," Buffy agrees. " See, I want to do this without violence. Faith on the other hand? She just wants to hurt you bad. Now, we can do this the easy way, or the hard way. But either way it's happening. I'd suggest you start talking before…" On cue, Faith goes and slaps each one again. " Faith here loses her temper. She can be sooo touchy."

" We just told you. We don't know where Willow is!" Ira says.

" Well, you see, that's where Buffy and I think you're lyin. We heard you talking to Dr. Walsh a few ago, and boy if it didn't sound like you were all cozy with her. What do you think, Buff? They lyin?"

" Oh, yeah. I think they're pretty much lying, Faith."

" Yeah, me too." Faith bends over, and picks up a baseball bat. " Recognize this, Ira? Got it out of your closet."

Ira stares at the bat, but doesn't say a word.

" Now, how you think this is gonna feel across the knees?" Faith gently taps it against his knees.

In the meantime, Buffy has picked up the aerosol can and lighter, and goes over to Sheila. She hits the button, and lights the lighter. A long flame shoots out of the end of the can. She grins, and turns to Sheila. " Pretty, huh?"

" So, Buff. Who you think we should do first? Ira here?" Faith taps his knees again, " Or Sheila."

" Oh, I'm thinking Sheila, Faith, " Buffy leans over Sheila, resting her head on her shoulder. She smiles wickedly " She bugs me, you know. I mean, she's known me all this time, and still… SHE DOESN'T GOT MY NAME RIGHT!" Sheila yelps at the noise next to her ear. " it's Buffy , you idiot. Buffy! NOT BUNNY! " Buffy moves away a few steps and turns, facing Sheila. She holds up the can and lighter, pointing the nozzle towards her. " So, what's it going to be, Sheila? Talk, or do I start warming things up in here?"

" We told you! We don't know where she is!" Sheila cries out.

" LIAR! " Buffy screams.

She lights the torch, just missing Sheila with the flame. Sheila wiggles in her bonds, trying to duck away. She groans, and a wet spot appears on her pants.

" Aw, gee, Buff, you made her wet her pants. You're a real bitch, you know?" Faith chuckles.

" Yeah, but that's why you love me baby, " Buffy winks. " Sheila looks a little out of it. Maybe you should chat with Ira." She walks over, and holds the can next to Sheila's face. " Don't worry, Sheila. We'll keep things warm and cozy." She pulls it a little away, and lights it again. Sheila screams. Buffy slaps her. " Shut UP!"

" See, thing is , Ira, " Faith comes over, and taps his knees with the bat. " I've been thinkin'. Willow's not a moron, unlike her lying parents. There were no signs of struggle when she disappeared. She wouldn't run off by herself. She was as scared of Dr. Walsh as the rest of us. So I figure, she went with someone. Someone she trusts. Now," Faith taps his knees, this time harder, with the bat, " Whom would she trust more than Dear old mom and dad, huh?"

Faith picks up the bat, and swings it hard. At the last second she adjusts, hitting the mirror on the dresser next to the bed. It shatters, glass flying everywhere.

" Ooops, Clumsy me," Faith says, " Look what I did. Well, coulda been worse. That coulda been you're head." She shakes her head, " I got lousy aim, ya know? Maybe I should try something else."

Buffy in the mean time just keeps lighting the torch, waving it closer and closer to Sheila. Faith looks at her, and calls out.

" Hey, Buff, catch!" Faith throws the bat to Buffy, who catches it. " Use that for awhile. You just like that flamey thing way too much."

" Yeah. What can I say? Lady bad, fire pretty," Buffy giggles, But she sets aside her homemade torch, and starts tapping on Sheila's knees.

Faith picks up the pistol, chambering the bullet. She turns back to Ira, and walks over, smiling.

She puts the gun barrel right at Ira's knee cap.

"Yeah, Ira old guy, I got lousy aim. But I figure from here, " She jabs the barrel into his knee," even I can't miss. So, whatcha say, Ira? Feeling like you need to get something off your chest?"

" Last chance, Mr. Rosenberg," Buffy says softly She raps the bat across Sheila's legs. Sheila moans, "Speak up, or Faith's gonna really do a number on those knees of yours. You won't be walking much after she gets done." She turns and winks at Sheila," Or you either."

She cocks the trigger, " I'm waiting Ira. On 5… Five, Four… Three… not kidding, Ira…. Two… "

" Ok, ok, god. Just make her put down the gun! I'll tell you everything." Ira's face has gone white.

" Aw, man!" Faith groans, disappointed. She raises up the gun, and when the barrel clears Ira's shoulder, she fires, the bullet missing him by inches. " Ooops, silly me!" She chides herself. She's smiling, seeing the expression on Ira's face, and the wet spot on his pants.

" Finally, Ira! You came to your senses!" Sheila says, bordering on hysteria. " Tell them anything. Just don't piss off these crazy girls!"

Buffy backhands her across the mouth.

" Why'd you do that?" Sheila complains.

" You just really piss me off," Buffy says, " Bunny Summers my ass!"

" Ok, Ira, " Faith puts down the gun, but brings out the knife, " let's chat. Where's Willow?"

For the next twenty minutes or so, the Rosenbergs, under threat of the knife, gun, and with the gentle persuasion of a slap or 12, told what they knew of the Initiative and their plans. Also where Willow was, and anything else they could think of.

" Honestly, we didn't know what she was up to," Sheila says, towards the end." We thought it was a sociological experiment, testing the effects of reconditioning on troubled youthful offenders. We had no idea, until recently, what was going on." She turns to Buffy, " by that time, we were in so deep, we couldn't get out. She had us … and we had to play along. It would've ruined our careers, otherwise."

" And yet, ruining our lives?… didn't seem to bother you too much," Faith says. " Our lives were just nothing to you, were they? We were just toys for you to play with. Bugs under a fucking piece of glass for you to study." Faith feels the rage building up in her. She reaches for the bat, and starts swinging it, " Didn't matter to you what happened to that little girl that trusted you, loved you, did it?" She swings, smashing furniture and knick knacks in the room. " You hurt her, betrayed her, and who the hell cares, right?" There goes the vanity and mirror. " All you cared about was your little project, and the money, right?" the nightstand falls victim next. " Right?" the other nightstand. " and you pieces of filth have the right to call US the freaks???" she draw closer to the Rosenbergs, knocking the bedposts off the bed. " YOU MONSTERS!!!" She looks like she's going to hit Sheila's head with the bat, but at the last second throws the bat at the wall, making a nice dent in it. " She loved you and trusted you, and this is what you did to her??!!" Faith pulls the knife. She goes to Sheila, and pulls her head back by grabbing her hair. Her neck is exposed. " I should slit your throats right now!" She raises the knife over her throat.

Sheila makes a gurgling noise, her eyes wide in fear.

" Faith, no! Don't!" Buffy yells. " We still need the pricks. They can get us in the party!"

" No, don't … please…" Ira begs from the other chair. " Don't… we cooperated… don't kill us…"

Faith turns the knife, running the flat of the blade across Sheila's throat. She lets go of her hair, and kicks her chair instead, knocking it over.

"See, that's the difference between you and me, Ira. Situation reversed? I'm sure you woulda killed me!" Her face sets, her eyes glittering with cold fire. " No, you two? Like Buffy said, you still got value to us. You're getting us in that little soiree. Got it, Ira?" Faith walks over, and gets the gun. She puts the barrel under his chin. " Don't make me persuade you."

" Yes… yes… we'll do it, we'll do it." Fear and remorse color his tone. " We're sorry… god, we're sorry."

Buffy upright's Sheila's chair.

" Now, just because I can't kill you, doesn't mean I can't hurt you a little," Faith says. She reverses the gun in her hand, grabbing the barrel.

" Faith!"

" Buffy, stay out of it."

" No, don't wanna stop you. Just… let me have her, please, " Buffy says, her own face cold and hard.

" Of course, Buff."

Buffy walks over, and picks up the bat. Faith leans her hand on Ira's shoulder.

" Don't hit 'em where it'll show, Buffy. We want 'em nice and spiff for the party."

" Just once, Faith. We want them to be able to walk."

" Once will do… for now," Faith says.

A moment passes, and two loud yells are heard emanating from the bedroom. A few more seconds pass, then the two girls emerge.

" Don't be long dressing, kids. We'll be right out here. Oh, and Ira? Sheila? You try anything, either of you, and it's gonna hurt a whole lot worse." Faith calls back into the bedroom.

" I feel better. How ' bout you?" Buffy asks.

" Yeah… I guess, " Faith sighs. " I'll feel better when I know Red's ok."

Buffy moves closer, putting an arm around her shoulders.

" It's ok, Faith. We'll get her back. I promise," Buffy gives her a hug.

" Thanks , Buff, " Faith smiles for the first time that day," really, thanks." She diverts the subject. " So what now? We go get your mom?" She sees Buffy wince. Smart one, Faith. Real smart. " Sorry, I mean Mrs. Summers?"

" Think we should involve her, Faith? Maybe best to just not…"

" Buff, let me do you a favor now? I know it's hard, thinking your mom's not your mom? But she really does care about you, 'K? She'd want to help." Faith gives Buffy a return hug. " Let her choose at least, ok?"

The Rosenbergs emerge from the bedroom, dressed for the party. Despite the clothing, they still look a bit frazzled from their recent encounter.

" Well, don't they just look spiff, Buff?" Faith asks, smirking. " Ira, your keys, please," Faith holds out her hand.

" What?"

" Well, kids, this is your night to howl, ya know? I insist, I'll play chauffeur for the evening. Nothin' personal, but I don't trust you father than I can see ya. Hand them over." She starts waving the gun.

Ira swallows hard, but hands over the keys.

" Good boy. Now, be good, you kids. Don't do anything I have to punish you for, " She smiles brightly. " After you" She makes an exaggerated gallant gesture.

The Rosenbergs warily make their way around the two girls. As they pass, Buffy lightly taps them on the rear with the bat. They jump, and the two girls are hard pressed to keep from giggling.

A little while later, the Rosenberg's Cadillac pulls up in front of the Revello drive address. Faith and Buffy are in the front seat, Sheila an Ira in back. Buffy has taken the pistol from Faith.

" Handy this, thanks, " Buffy, waving the gun, says to the couple. She hands the pistol over to Faith. " I'll go get … Mrs. Summers, and then we'll head back."

" Buffy?" Faith feels her friend's mood," are you ok? Do you want me to get her?"

" It's cool, Faith. I got it, " Buffy says, slipping out of the car. " I can deal now."

Buffy walks up the path, hit by a wave of nostalgia. It feels like home. It's not home, not anymore. But it so feels like it.

She stops at the front door, and for a second, hesitates to knock. Then she does. Softly at first, then a little louder.

The door opens, and Joyce is standing there. For a moment, the two just stare at each other.

" Buffy?" Joyce says, everything she feels for the younger woman in that one word.

Then Buffy just throws herself on Joyce, hugging her tightly. Joyce, amazed but also pleased, just gently puts her arms around Buffy.

Buffy looks up at Joyce, her eyes bright with tears.

" I know you're not my mom. But you feel like my mom, " Buffy says, hugging Joyce again. " I know things have been bad, and we'll talk. But not now. I need your help. They got Will. They're holding her somewhere, and we're gonna go after her. I need you're help. Help me?"

Joyce's heart melts. She holds the young woman in her arms, and for a second feels perfect happiness. " Of course, baby. I'll help."

Buffy smiles, leaning against the older woman. " Thanks, mom," She says softly.

Joyce gently breaks her embrace. " Just let me get my coat, ok?" She walks back into the house. She grabs her coat and purse, and surreptitiously grabs out a hanky, drying the tears in her eyes. She sighs, stands up straight, and smiles. She walks back to the door.

" Let's go, honey."

4

Oooo, my poor head, Willow thinks to herself, feeling the throbbing at her temples. A little left over from the trank darts. She keeps her eyes tightly shut, because she really doesn't want to see anything yet. She just wants to crawl back under that rock she just crawled out from under, and pull it back over herself.

Slowly, carefully, she opens her eyes. Then her eyes go wide when she sees the room.

She feels she's just stepped into a time machine, and it left her in 1896.

Everything in the room is suggestive of late Victorian era: the furniture is dark and heavy, the wallpaper looks like…she reaches out and touches it… yup, velvet… crushed red velvet. Even the bedspread on the four poster bed she's on is heavy, and either damask or some heavy material.

" Ok, when did I fall into an episode of The Forsythe saga?" She looks down and almost gasps when she realizes she's been dressed in a flannel nightgown. " Ok, when did this happen?" She realizes, with a blush, that someone had to strip her down to nakedness to get her in this. " Ok, now I'm wigged." She says softly.

She gets up off the bed, and stands still for a second for the spinning to stop. She turns around, and in the corner is a bird in a large floor to ceiling gilded cage. And, it gets weirder and weirder. She thinks, as she approaches the bird.

The bird itself has beautiful iridescent wings of various shades. Its crown is capped by a ridge of brightly colored feathers, making it appear that it's wearing a feather crown. It's beak is unusual… longer than a parrot or macaw, but shorter than say a toucan. And it's very large. It looks to be nearly 4 feet long. She moves closer, because it's pretty and she wants to get a better look. Then she stops cold. Its eyes cause her to stop. They're distinctly not birdlike. Worse, they look human…and appear to be watching her. Oh god. It's one…it's a hybrid… like me.. oh god, oh god, oh god! They're gonna do that to me. They're gonna put me on display in some big old cage. Willow doesn't realize she's already in her cage.

Freaked, she backs away from the cage, towards the wall. She's so focused on the mutant in the cage she doesn't notice the hiss, nor see the wall slide open. It's not until she feels a couple of pairs of hands on her arms that she realizes she's not alone anymore.

" Hey!" She looks at the two women that came in, and her heart sinks." Oh, oh."

Her new companions are Drusilla, and the revamped Cordelia. It's rather hard to tell it's Cordelia these days; with her golden blonde hair, changes in facial and body structures, she's just not the same spoiled rich girl she used to be. Rather, these days she's pretty much the pampered sex slut for Ethan Rayne.

Yet, still, even though she doesn't recognize her, Willow has a strange feeling she does know this blonde girl. Ok, really weird, because I've never seen her before… at least, I don't THINK I've seen her before… but somehow, I know her… ok, weird has just kicked it up 10 notches… and speaking of weird, where did this one come from? I remember her too. But I remember where… when we hit the Initiative. And she was playing for the bad guys. Oh, not good. Very not good.

" So, ummm…" Willow says, nerves taking her mind every which way," … how've you been?"

" Oh, I'm very well, dearie," Drusilla says, smiling. The smile gives Willow a major case of the wiggins. " I'm glad we found you awake. How are you feeling, little sister?" She pats Willow's tummy lightly. " How's the precious little one?"

" Uhhh… not your sister, " Willow says, nervously.

" Oh, now, luv. We're all sisters here. You, me… Cordelia here." Dru smiles her insane smile, and weaves a little. " We're all sisters in the test tube, don't you know?"

" Cordelia?" Willow looks hard at the blond girl holding her other arm. No, no way. That's not Queen C. What the hell is this mad woman talking about? She looks closer, however, and really looks in her eyes. Oh… oh dear… oh, my god! " Cordelia! It's you? It's really you?" Willow stares at her. " What have they done to you?"

" Look, girl. I don't know you, or the nut job here. All I do know is that you're supposed to be ready for tonight, and we're supposed to do it, " Cordelia says. " Somehow, Walsh and Ethan think you're special." She gives Willow the once over, " Not really seeing it."

" C'mon, Cordy. I know it's you in there…somewhere," Willow looks at her again. Maybe I'm wrong?" It's me, Willow, you know… Willow Rosenberg?"

"That's supposed to mean something to me? In what bizzaro universe, exactly?" Cordelia gives her a snooty stare." And why do you and several-sandwiches-short-of-a-picnic over there keep calling me that name? My name's Anne, you morons."

That's Cordelia. No one can do bitch like Cordelia. She might not remember she's Cordelia…but that's her!

" She's a bit mean, isn't she?" Drusilla says, looking at Cordelia. " She thinks she's better than us, she does." She turns to Willow, " now, now dearie, time to get you all clean and sparkly for tonight." She starts to drag on Willow. Cordelia drags her by the other arm.

" Tonight?" Willow asks, feeling her tummy starting to do jumping jacks. " What's tonight?"

" Why, little mummy, we're going to make you a star, don't you know?" Drusilla starts to sing a little ditty. " Rub a dub dub, three girls in a tub."

" Eh?" Willow isn't exactly liking the sound of that.

" Oh, for god's sake. Loony tunes here thinks you're like some kind of salvation of something, " Cordelia shrugs, pulling Willow down the hall towards the bath. " Something about you being pregnant or something… and how special that is. Right, well, getting knocked up. That takes talent." She sneers. " Must be hard spreading those legs so wide, huh?"

Gotta be Cordelia. No one can be that mean consistently and not be named Cordelia Chase!

" But she is special, Cordelia, " Dru says in a sing song voice. " She's the future of our race, don't you know? Our little mummy here's the first to get preggers. Proves we can, she does. She's going to be the first of many of her kind. Once they study her, see how she did it."

" Our race?" Willow looks at Dru. " You mean you're… oh crap… that's what I have to look forward to?" Being a primo nut job?

The enter a room, and the lights come on automatically

It's a large room, 20x20, all marble and hand cut tile. The walls are covered by full length mirrors, only broken by one area set aside as a vanity/ dressing area. In the center is a large sunken tub, accessible by carved steps. Flanking it, and connected on one side is a Jacuzzi .

Drusilla smiles, looking at Willow. " Here we are dearie. Lets get you out of that dressing gown, shall we?"

" Thanks, but I can do it myself, " Willow says, backing off a little. " And really, can bathe all by myself now. Been able to for years and years."

" Don't be a silly, pet, " Drusilla says. She pulls a string on her gown, and it drops to the floor, puddling around her ankles, She casually kicks it away. " Mummy wants you fresh and squeaky clean for the presentation, and that's why were here, to do so."

Willow blushes a little. Despite her relations with Faith, she's still rather shy about getting nude around strangers, even female strangers.

" I think she's shy," Cordelia says, sounding amused. " You weren't all that shy when it came to Faith though, I hear."

"What do you know about… oh…" Willow turns to Cordelia to give her a bit of it back, and notices that she has also removed her clothing. She has somewhat the same reaction she had to the Anne-bot. Attracted and at the same time rather unnerved. " What's with all the naked, anyway, if I'm the one bathing?"

" Well, we're here to help you, dummy," Cordelia replies, as if it's the stupidest thing she's ever heard, " They want you shiny clean and looking your best. So, lets see what we've got to work with. " She walks over, and pulls the tie on Willow's gown. Like the others, with a little help from Cordelia, it drops off Willow. Cordelia gives her the critical once over, frowning just a little. " Well, adequate I suppose. Geeze, you'd think they could've enhanced her a little." She shrugs." Oh well, we'll do what we can I suppose."

" Hey, what's wrong with me!" Willow says indignantly, " I'm just fine, thank you. I don't need help like you, Ms. Silicone."

Cordelia gives her a ' gee, you really don't know do you?' look of pity. " Well, you're breasts are too small, your bottoms a little too big, and those thighs, " She just shakes her head, " And haven't you ever heard of a trimmer?" She stares straight a Willow's crotch.

Willow covers herself best she can, and the blush comes back. " Everything works just fine, thanks," Willow starts for the tub. " Think I'll take my bath now."

" Oh, don't worry, we'll take care of the obvious stuff today, " Cordelia nods. " Drusilla, do get me the trimming scissors and razor please."

" Ok, enough, " Willow says, "what exactly is going on here? I want some answers!"

" Well, I guess we can tell you. No harm in it. You're being groomed, Willow. Tonight is the first night of your new destiny."

" Destiny?" Willow gulps. Not really loving the sound of that." What's that mean?"

" It' means, you little twit, for some reason, you got pregnant first. And because of that, Dr. Walsh intends to show you off to some ' interested' parties tonight at the demonstration. Once you shoot out the kid here, " Cordelia pats her belly," You're going to give Dr. Walsh lots of research material. You see, you're the first of our kind that can reproduce. You, my dear, are going to become the mother of a new race of being on this planet. Not human exactly; not entirely animal. But a blending… keeping the best parts of both." She smirks. " Not exactly my idea of ideal, but what do I know, right?" She shrugs. " You and your little friends are going to provide the blueprints for a whole new race. You should be proud."

" You mean Angel, Buffy, Faith and Oz are all part of this?" Willow looks upset, " what is this about?"

" You're part of a warrior race. All of you. Super-soldiers. Get it? You have enhanced abilities, you're bred to fight and die. And you, Willow, are proving that you can be replicated outside the lab. You're exactly what Walsh and Rayne have waited for. You're special." Cordelia smirks, " Well, anyway, you're different." She grabs Willow by the arm. " So, girl, lets get you all cleaned up and ready. Tonight's your night to shine."

" Wait a minute," Willow pulls back. " Ok, you guys got me… but the others are safe. You can't get them."

" Oh, I'm pretty sure that once they get the little note Ethan left for them, they'll mount some half-baked rescue attempt to try and get you out. And they'll fall right into Ethan's little trap," Cordelia comes around, and starts shoving Willow towards the bath.

" Now, lets get going. I've got other things to do today."

None too gently, Cordelia forces Willow into the bath.

5

The Rosenberg's Cadillac pulls up beside an abandoned warehouse . Faith pulls the car up beside the loading dock doors, and kills the engines.

"Well, here we are, kids. Home sweet hovel, " She says. She looks at the Rosenbergs with some asperity. " you can get you're butts outta the car now, idiots."

" Buffy, Faith! That's rather rude, don't you think?" Joyce says, " After all, the Rosenbergs are here to help."

" Only because we've got a gun on them, Mom, " Buffy explains. "These fine folk are part of Dr. Walsh's team, you know? They helped kidnap their own daughter, all in the greater interests of science. Isn't that right, Sheila?" Buffy glares at her.

" I don't understand," Joyce looks at Ira and Sheila," What're they talking about?"

" They think we're like some bugs under glass in a microscope, Mrs. Summers," Faith adds, "this whole thing is like on big experiment to them. Oh, and Dr. Walsh? Has them on their payroll. The only reason they ' agreed' to be Willow's parents? Is cuz they're being paid rather handsomely for it. They don't give a rat's patootie about her, otherwise. Aint that so, Ira?" Faith points the gun at him.

The Rosenbergs don't say anything, they just look down at their hands.

" They're spies, mom, The as much as admitted it to us. They've been reporting everything back to Walsh and Rayne since this all started. They're in it for the money, pretty much."

Joyce looks at the Rosenbergs, not believing it. She sees their expressions of guilt and fear, and she gets a disgusted look on her face. She opens the door.

" I think I want out of the car now, " She says, closing the door behind herself.

" Buffy, why don't you get the others. I'll watch the bozos," Faith says, taking the pistol from Buffy. " Me and Ira and Sheila. Have a good ole time. Won't we, kids?"

" Don't do anything stupid, Faith. We still need them to get into the estate, ok?"

"Hey, not stupid, Blondie," Faith says ," Anyway, for some dumb reason, Willow must still love these creeps. Or she wouldn't have gone with them, would she? I wouldn't hurt her for anything, " She stares at the Rosenbergs, " Unless you make me."

Buffy sighs, and slides out of the car. I guess I should care if Faith does something to them. I guess I should. Just can't, for some reason.

" Hey, mom, over here, " Buffy says, walking over to Joyce. " In there." She points at the warehouse.

" You live in that?" Joyce looks a little pained.

" Beggars can't be choosers, mom. Especially when you got bad people chasing you." She take's Joyce's hand. " C'mon, it's not all that bad, " She looks at Joyce," Especially since we got rid of the bigger rats." She deadpans.

Joyce blanches, and Buffy laughs.

" That's not FUNNY!" Joyce protests. " Thinking of you living in a place like this…" Joyce shakes her head.

" It's ok, mom, really." She leads Joyce inside the warehouse.

" Buffy! It's about time! We were growing concerned. Hello, Joyce, " Giles looks at Buffy, " Do you think it wise to bring her here?"

" I'm figuring we can use all the help we can get, and mom wants to help."

" Really, Dr. Giles, I can help." Joyce asserts." I need to help."

" Very well, Joyce," Giles has a tiny smile on his lips," We can use all the help we can muster."

" Oh, we're just overloaded with volunteers, Giles," Buffy smirks, winking at Joyce, " We got two more in the car outside."

" Car? Two more?" Giles looks at Buffy warily. " Who else did you bring here?"

" Oh, just good old Ira and Sheila Rosenberg…" Buffy grins.

" What?" Giles looks aghast. " You brought them here? Why?"

" Well, once Faith and I had a little chat with them, they saw the error of their ways, and so wanted to help out," Buffy is having a hard time keeping a straight face.

" I don't know how advisable that is, Buffy. We were going to make an attempt tomorrow night. I don't know where we'll put them up…"

" Actually, we gotta talk about that, Giles. Seems old Ethan's having a little party tonight. Inviting just a few close personal friends… the kind of friends he does business with? And it seems, Willow is the star attraction. I got a feeling the shit's going to hit the fan tonight," Buffy says. " Oh, sorry, mom… didn't mean to swear there."

" Tonight? I'm not sure we're ready to go tonight…" Giles says.

He thinks for a minute, then slowly a smile spreads across his face. " You think he'll have some associates of rather questionable repute there tonight?"

" Uhhh… if he's sellin' what I think he's gonna try to sell? Who else would be there?"

Giles eyes narrow. " I think I might know a few people that might be very interested in that guest list." Giles nods. " Very interested indeed." Then he frowns. " But I need access to a phone."

Joyce smiles, digs in her pure and extracts a cell phone.

" Mom to the rescue!" Buffy smiles. She turns to Giles. " So, who're these guys you're talking about?"

" Let's just say Dr. Walsh isn't the only one with contacts in Washington." Giles opens the cell phone, and looks puzzled. " How do you work this infernal thing?"

" Geeze, science genius, medical doctor, and he can't work a cell phone," Buffy shakes her head. " dial the number, Giles, and press " send". Simple."

Giles, grumbling a little bit, moves away to make his call.

Angel, followed by Oz, comes over.

" Hey, guys, good news," He says. " Oh, Hi. Mrs. Summers." He looks at Buffy. " What's she doing here?"

" She's here to help, " Buffy says simply, " So, Angel, what's the good news?"

" Oh. Right. The bot has dug up the security code to the estate from its memory chips." He smiles," We should be able to disarm the security system with it."

" Really? Good timing, as we need it tonight." Buffy says.

" What do you mean? We're not going until tomorrow night."

Buffy briefly explains the situation to Angel and Oz. Angel gets a worried, broody look on his face.

" That doesn't sound good at all."

" No. That's why we gotta go tonight. To get her out of there before…"

" Well, that's it then, " Giles says, coming back to the others. " took a little convincing, but I believe I've got… how do you Americans put it?… oh yes, I've got the cavalry on the way."

All of the others look at Giles, puzzled by his remark.

" Let's just say there are other parties interested in Mr. Rayne's little parties. And they're going to meet us out at the estate."

" So we go tonight, then?" Angel asks.

" We go tonight."

To be continued.


	17. Chapter 17

Disclaimer: Second verse same as the first. this is not your poppa's sunnydale there will be M/F F/F pairings. adult sexual situations and violence maybe even some drugs. you know, the good stuff.

oh, and Joss Whedon owns all.

Feedback: God please yes

A/N This is it folks. The End, no more.i did have plans for a continuation. but nah, i'm spent. so hope you enjoy.

Initiative Part 16

1

You're a hypocrite, Joyce Summers.

She's sitting in the front seat of the van, holding one of the blaster rifles they managed to recover from their raid on the initiative. Just in front of them, on the highway to Ethan Rayne's estate, is the Rosenberg Cadillac. Seeing it reminds her of her reaction to the Rosenberg's actions.

You're so judgmental of what they did Willow, but how about what you did to Elizabeth? Buffy, I mean. I still have times where I think she's my … but she is, isn't she? In a way? She's my little girl? And I went along with the program, allowed them to do those things to them. Why, Joyce? How could you stand by and let that… woman… do that to her? Knowing what you knew? Why didn't you stand up to her? Why didn't you protect her?

Because you knew you'd lose her. They'd just get you out of the program, and then probably 'reprogram' you're little girl, so someone else would be her ' mom'. And you couldn't stand that, could you? So you did what they told you until you're daughter had the courage to stand up to them.

Now she's going to fight to get back Willow. She might die tonight, and it'll be your fault. Because you couldn't be a real mom to her. Some mother you turned out to be…

" Joyce, are you quite all right?" Giles, driving the van, asks solicitously. He has noticed as the time to put the plan in action drew nearer, Joyce had become quieter and quieter.

" Yes, I'm fine," Joyce responds, a little distractedly. " I guess I'm just a little worried." Her eyes go to the car ahead of them.

" She'll be fine, Joyce," Dr. Giles reassures her. " Buffy is an extraordinary young woman, as is Faith. They'll get through this, I'm confident."

" She shouldn't have to fight for her life, Giles, " Joyce says, " It's not right that she should be made to defend herself against the very people that should be helping her." She looks at Giles. "She's so brave. And she shouldn't have to be. She should be going to school, and dances, and dating and all the rest of that stuff. Instead…" The life seems to go out of her," I wasn't a very good mom to her."

" Nonsense, Joyce. You took care of her the best…" Then it hits him. " We're not talking about Buffy, are we?"

" I should've seen what was happening to her, Dr. Giles. I should've known something was wrong. But with the divorce, and everything else, I just didn't. And Elizabeth grew more and more apart, getting silent and moody. And I chalked it up to be a teenager… I didn't know she was so troubled. I just put down the small fires as pranks, or rebellion. I didn't get it until…" Joyce turns her face away, surreptitiously wiping away a tear. "… and Buffy's so like her. Before all the bad things started happening. Bright, smart, …so sweet… I just want to protect her, and I don't know how…"

" Maybe we can't protect them, Joyce," Dr. Giles says, " perhaps all we can do is help them the best we can, and let them determine their own lives."

" She's just a teenager, Giles. She…"

" She's not your typical teen; none of them are, " Giles replies, " I'm not at all proud of my role in all of this. I should've done more, sooner. But I was afraid just like you, but my reasons were much less noble. The only way I can partially expiate my guilt now is to help them the best I can to let them have some sense of a normalcy in their lives. I can't make up for what I've done, I can only try to make it better. Maybe that's all we can do."

They both fall silent, and Joyce realizes no matter what happens tonight, things can never go back to what they were.

In the back of the van, Angel and Oz sit silently. Neither one is much into talking; there's not much for them to say each other.

Oz checks his weapon, again. Though he's here, it's only because of Faith. He doesn't give this operation much chance of success. He looks up at Angel.

" If we get through this tonight, can you do me a favor, Angel?"

" Sure, Oz. What?"

" Look, I'm not really seeing much of a future for me in Sunnydale. IF we get through this, I'm going to take off. Could you tell Faith that I care about her, but I need to find my own way?"

" Oz, look. I know things have been bad, especially for you. but do you think it's a good idea to separate yourself now? I think we'd do better keeping together."

" I just can't. You guys, you and Buffy; Faith and Willow. You got somebody. You're like a unit. I'm the odd man out. I can't go on looking at you guys and figuring it's going to be ok, cuz it's not. I gotta find myself, find a way for myself. Can't do that if I'm hanging around with the group."

" Oz, we're here for you. You're part of us, you know? Let us help you."

Oz smiles a rueful smile. " No real help for me, guy. Sorry. Just tell her, ok?"

Angel looks at him, then shakes his head.

" No. I mean, if you want to take off, I can't stop you. But I'm not going to do your dirty work, Oz. You gotta face her, and tell her yourself. Sorry."

" Then I'll just take off, " Oz says, quietly.

" Again, your choice. But she won't know why from me."

" Can't you just do it, Angel? What's the deal?"

" She cares about you, Oz. I'm not going to have to look in her face, or have to try to keep her from looking for you, or any of it. Choices have consequences. You've got to pay yours."

" Yeah," Oz says, thinking of Veruca and all the bad choices he's made up to now. " Yeah."

They fall silent again.

In the Cadillac, Faith and Buffy are hunkered down in the back seat. Both are wearing dark clothing, and there's a blanket to cover themselves when they get to the Rayne estate.

" Don't try anything funny when we get there, Ira. This gun is pointed right at you. You'll be the first to die if you try anything stupid.

" I get that. I won't, " Ira, driving says quietly." You've made it quite clear you won't hesitate to kill me …"

" Good, just so we understand each other, " Faith says, her voice edgy.

" Faith? Chill. it's going to be ok," Buffy touches her arm, trying to soothe the other girl. " This is going to work. We're going to get her."

" I'm sorry, I'm sorry, " Faith subsides. " I'm just all nervy." She looks at Buffy. " You're all cool as ice."

" Not really, " Buffy admits, " inside I'm like Jell-o on a roller coaster Wobbling and shaking every which way." She sighs heavily. " Gotta admit I can think of better ways to spend my evening."

" Yeah, I know…" Faith says, " still, you were like some super chick demon hunter. This should be old hat to you."

" And Giles was a librarian. We know how true that turned out." She smiles tightly, " Still, demons and vampires? Pretty easy. I know what they want. This Ethan guy? Not sure what's his deal is."

" He wants to rule the world, " Faith sees Buffy's look. " Isn't that what the bad guy always wants?"

" I guess, " Buffy says." Damned, this is all fucked up."

" Eh?"

" Being a slayer? At least then, I knew what my purpose was. I was to kill demons and bad things, until they killed me or they retired me with a gold watch or something. But now… what's it about? What'm I supposed to do?"

" Hell, I dunno. Me, I thought when I got here, it was gonna be all cool. Maybe roadie for Oz's band, play drums…"

" You play the drums?" Buffy says, a little amazed. " Cool. Will didn't tell me that."

" I'm ok. Thing was, I was gonna figure it all out, normal like. Then I got here, and fell all gaga for Red, and then…" She looks down," …things happened." She looks up, seeing Buffy grinning. "What?"

" Oh yeah, things," She giggles. " Or thing. I'm tellin' ya, we get outta this? I so wanna…" She looks towards Faith's crotch.

" Oh god. Can't you let that go?" Faith makes a disgusted noise.

" Gotta hold it first to let it go!"

" You're hopeless, " Faith shakes her head. " Anyway, it just got weirder and weirder… then Giles tells us about what we are… and the shit hit it." She frowns. " Now this. Man, all I wanted to do was do a little rock and roll… this sucks."

" So, if we get through the sucky, what're you going to do?"

" I dunno," Faith says, " get outta dodge, that's a fact. Take Red if she'll go with… and Oz… find someplace to disappear…" Faith looks at Buffy. " You?"

" Really haven't thought that far ahead. Maybe … no…I can't pretend none of this happen… I guess I'm gonna have to leave too. Me and Angel. Can't see us just being Joe and Jane Normal." Buffy makes a face, " I'll think about it later… really don't have that plan yet."

" You two. You'd best get under those blankets. We're getting near the estate, "Ira says from the front seat.

Buffy and Faith are about the pull the blankets over themselves when the car suddenly is bathed in light.

" What the hell?"

" I don't know. There's something up ahead," Ira says. " They're waving me over."

The two girls look at each other.

" Damn"

2

Inside the main house at the Rayne Estate, the party was getting underway.

The entire main floor has been dedicated to this party, with a reception area for the ' special' guests attending. Food, liquor and other amenities have been laid out in abundance. There is a chamber orchestra playing; servers circulate amongst the guests being sure that no one is without food and / or drink. One thing can be said of Ethan Rayne. He knows how to throw a party.

The guest list reads like a who's who of the criminal world. Representatives from various terrorist organizations and rogues states are present, along with almost every know criminal organization worldwide. These are scary people; people responsible for murder, mayhem and a variety of illegal activities and corruptions world wide. They are not a group normally found in one location; it is the influence of Ethan Rayne that brings them under one roof.

At the rear of the hall an impromptu stage has been set up. Semi-circular in design, it's only feature is a lectern and microphone set a little off center. It has a set of curtains obscuring the rear of the stage. Around the stage is seating set for the guests.

Behind the curtains are two cages. In one of the cages is Willow. She is naked except for a collar around her neck. She is standing by the bars, holding on to them so tightly her knuckles are white. She looks very scared.

In the other cage, Veruca sits back by the rear of the cage. She looks neither happy nor scared; she just stares out front, as if unaware of where she is. Like Willow, she is naked, and also wears a collar.

" Veruca? Is that you? Are you alright?" Willow calls out, but gets no response from the other girl. " Do you know what's going on? What're they going to do with us?"

Still, the other girl ignores her, just staring out the front of her cage.

Dr. Walsh, dressed in a black pantsuit and white blouse, comes behind the curtain to check on her exhibits.

" Ah, I see you're awake, Willow. Very good. I was afraid that tranquilizer they gave you after your bath may have been too strong."

" What's going on here? Why am I caged? Why am I naked? What is this?"

" You're the star of my show tonight, Willow. Being pregnant, you've advanced the project considerably." Dr. Walsh walks over to her cage. She opens a small black bag she's carrying, and pulls out an instrument. She shines a light in Willow's eye. " now, just cooperate, dear."

And suddenly, Willow isn't in the cage. She's on a rooftop, one she's never been before. All of it seems strange. Her body feels weak, unable to move. Her mind feels foggy, as if wrapped in cotton. She looks down, and panics. She sees blood on her blouse. Her arm … she feels the wound on her arm. Turning it over, she sees the wrist is cut. Then it hits her. It's not her arm… not her body. It's Her arm, the girl… the one she keeps having flashbacks about. What's her name? What's her name? Rory… right… god, she's … what's she done?

Willow struggles to get up, but can't raise up. Her energy feels drained, the life hanging by a thread. Then she hears a voice…

" Can't do it anymore." The voice says, then someone not quite whole, not quite real, is leaning over her, looking down on her." It was too much, too much for me. Don't you get it? I tried to be what everyone wanted. I tried to be the good daughter, and the A student, the genius they expected me to be. I worked hard, denied myself any fun, because I had to be the best. I never saw that I could be good, and still do ok. I had to be better than everyone else. I focused my whole life on one goal: Being the best at what I did, and threw away living. Life. Then it happened, and everything went to hell, and I couldn't cope. I had to do this, don't you see? It was the only way… I couldn't face the shame, what they'd think of me…

Willow panics. She knows the body she's in is dying. She'll die if she doesn't leave. But it so quiet here. She feels so free. Nothing at her, no one telling her what to do, how to be. Just quiet. She looks at the stars above her…

They're so cold, so distant .They're beautiful! Do they look down on me? Do they see me back? Do they look at me, and judge me? When I die, will I be with them, dancing and singing? Finally free? I just want to stay here forever, and dance with the stars… the pretty stars…

A sudden pain rips through her, and she struggles. She fights to stay, not to be ripped away. Is this death? Am I dying… will it be … oh god I don't want to die! Not yet, not yet! I want to live. I gotta live. See Faith … hold her again, kiss her again… God, PLEASE!!!!

She's back in the cage, backstage. She feels as if a hundred fists hit her at once. Dr. Walsh is standing outside the cage, looking down on her. She's pointing a device at her.

" Don't ever try that again!" Dr. Walsh says in a heated tone.

Willow notices her clothes are disarrayed, and her hair is mussed. What happened?

" I'm sorry," She says, not really understanding.

" If you try something like that again…" Dr. Walsh hits the button again.

A pain shoots through her neck through her body. Willow screams. She grabs at the collar, but the pain only increases. She goes limp.

" Don't make me do that again, Ms. Rosenberg," Dr. Walsh says firmly. " Be a good girl now."

" Yes, be a good girl, " a voice floats over from the other cage. " That'll get you real far."

Veruca is up, standing at her bars, grabbing out for Walsh.

" Be quiet, Veruca!" Walsh points the device at her, zapping her. Veruca screams. She falls back from the bars, onto her haunches. She grabs at the collar. " Don't bother, you can't remove it."

" Stop it, leave her alone," Willow cries out, getting up. She slams against the bars, trying to reach at Maggie. " Stop it!"

" Do you want me to use it on you again?" Maggie says, pointing the device toward Willow.

Willow backs off, standing at the far end of the cage.

" That's better, " Dr. Walsh smiles. " Now get ready. You'll be onstage soon for all to see. Tonight is your night to shine. Don't let me down."

" I'll get you for this, you bitch, " Veruca says from the other cage. " You're going to pay for this, I swear."

" I see the new you is back to being the old you. The reprogramming didn't take too well, " Dr. Walsh frowns." After tonight's little demo, I guess we'll just put a closed on your file. That's too bad, really. I kind of liked you."

" Yeah, I'm touched, " Veruca retorts, " But I'm thinking, you love money and power more. I can still feel your love…" She turns around, and her back is crisscrossed with whip marks. Some are fresh… " If it didn't work, it's cuz you didn't want it to work… don't turn your back, Doctor…"

Willow watches the scene from the far end of her cage. She doesn't move, doesn't change expression. But there's something new in her eyes: hate.

" You're hardly in any position to threaten, Veruca, " Dr. Walsh says. She looks at her watch, then claps her hands.

" Get ready. It's showtime."

3

" Step out of the car, please," The officer says, looking into Ira's window.

Ira and Sheila Rosenberg sit stiffly in the front seat of the car. Buffy and Faith are hidden beneath blankets in the back seat.

" I don't understand, Officer, " Ira says mildly, not wanting to get shot from either direction. " Did I do something wrong?"

"Ira, don't argue, just do it, " Sheila says, nervously.

" You too, ma'am," The officer says. He steps back.

In the back seat, Faith is sweating bullets. What the hell is going on? Why did Deputy Dawg stop us? Not wanting to reveal herself, she remains hidden, sliding the pistol she's carrying quietly under the driver's seat.

Both get out of the car, and are directed away from the car. They comply, looking around at the scene.

There must be at least 2 dozen police vehicles parked by the side of the road. Officers are milling about, seeming to be waiting for something to happen.

Close by is a smaller contingent of military vehicles, and a platoon of soldiers stood by, looking at the civilian officers.

A third group, distinguished only by their obvious Government Issue vehicles , stood about 2 dozen strong, talking amongst themselves. They were across the road from the other groups. Both flanked the highway leading to the Rayne estate.

As they watch, the van following the Rosenberg's car is pulled over, and immediately someone from the non-descript group crosses the highway. Giles gets out of the van, and greets the approaching man.

The talk for awhile, and finally the other man returns to this group, calling them in. He then leads them across the highway to consult with the local authorities and military personnel.

Giles, looking around and not seeing Faith or Buffy, wanders over to the Rosenberg's Cadillac, and knocks on the back window.

" You two can come out now," He says quietly." It's ok, the cavalry has arrived."

Two heads, one blond, one brunette, peek from under the blanket in back. They quickly move out of the car, and stop, amazed.

" What the … what's going on, Giles?" Faith asks, looking at the collection of police, military and FBI agents.

"As I said," Giles gestures around, " the cavalry. I suspected we could use some backup going into the Rayne estate, so I made a few calls."

" I don't get it…how? Why?"

" Oh, " Giles says , slightly amused, " Marguerite Walsh isn't the only one with contacts in Washington. That, and a call to the local military installation, brought out this. They're going to get a fine coup when they capture a major gathering of terrorists and underworld types."

Buffy looks at him wide eyed. " We don't know everything there's to know about you, do we?" She asks.

" Perhaps not," Giles smiles enigmatically. " So, where's the Dawn Bot?"

" Oh, crap, " Faith reaches in, and pulls the trunk release on the Cadillac. The trunk pops open, and Dawn, looking a little worse for wear, steps out.

" I've really gotta say, not liking the ride," She walks over to the others. " So… what's going on?"

" Hello, Dawn," Giles says, " do you have the gate codes ready?"

" Of course, Dr. Giles, " She taps her head, " All right up here."

" Excellent, " Giles smiles at the 'bot. " I want you to come with me. I think it's time we give Ethan his little surprise party."

Taking Dawn by the hand, he leads her to the gathering group.

Buffy looks at Faith. Faith looks at Buffy. They both shrug, then follow the others.

4

Ethan Rayne surveys the party, and smiles. The turnout has been even better than he expected, and his nimble mind began the run up the financial possibilities of this evening. It would indeed turn out to be a very profitable venture.

More important than the financials, however, was placement. The people in this room represented his main rivals to power. If he could place, eventually, a number of units with each, he would be happy. Unbeknownst to even Dr. Walsh, Rayne has his own agenda for the combined research of Rayne and Walsh. Secretly he's in development of a controller chip for each of the 'creations'. Not an ordinary controller chip, but one that would be accessible to only him.

When he'd placed the units, and their new 'owners' came to depend on the ' children', then with the entry of a few commands, he could easily turn them on their new masters, essentially wiping out his competition. Once he consolidated the power from the vacuum left by the assassinations , he could put his next phase into operation… creation of a single world state, under his leadership.

He turns to the stage where Dr. Walsh is pacing nervously. Here's to you, Maggie, for making this all possible. He smiles broadly. Once I take over the world, dear girl, I'll have a statue erected in your honor. Better, I'll have you stuffed and mounted, as a museum piece…for all my little worker ants to appreciate.

Ethan makes his way through the crowd, stopping to meet and talk with some of his better known rivals. He finally reaches the stage, grabbing the microphone from the lectern. He moves down front.

" Good evening ladies and gentlemen. I'm Ethan Rayne."

There is polite applause from around the hall.

" I hope everyone is enjoying the party? I believe so, because I've already had o send out for more liquor…" Polite laughter." But now, it's time to get down to the reason I called you here this evening. If you could make your way to the back of the hall, towards the stage, you'll find seating has been provided for you."

He waits until the majority has been seated, then continues.

" You know me of course, from our association in BioWar. Rayne International has been a leading provider of advanced biological and technical weaponry to you serve your needs." Again, more applause. " But we are waging a war here, and in all wars, we need not only weapons, but soldiers. Rayne has been working on that problem, and in collaboration with my colleague, Dr. Marguerite Walsh, we have come up with what I believe is a novel and effective solution."

Ethan gestures to Maggie.

" I would now like to introduce my colleague, Dr. Marguerite Walsh, and allow her to explain the newest product of Rayne." He turns to Maggie. " Dr. Walsh, if you would?"

Dr. Walsh climbs up the steps to the stage, and after a brief exchange with Ethan on stage, takes the microphone.

" Good evening, Ladies and Gentlemen," She waves, and a rear projection screen is lowered onto stage. The lights in the hall go down." I'm sure most of you are aware of the novel " The Island of Dr. Moreau" by H.G. Wells? It details experiments at evolution by Moreau, attempting to raise animals on the evolutionary scale into proto humans. Of course, with the science of the day, it was rather crude and ultimately a failure."

The screen behind her lights up, showing the DNA double helix

"We've come a long way since H.G. Wells." She gestures back at the screen behind her. " This is the Double Helix of the DNA sequence common in all of us. Rather than, as Dr. Moreau attempted, push evolution up on animals, we at the Moreau project have gone about the problem a little differently."

The screen behind her animates, with the sequencing pairs float out and back in, creating a bit of a light show.

" What we've done is take Human DNA and enhance it with animal DNA. We have created essentially what is called in nature a Chimera…a creature that shares tissue and parts of various animals. This process provides us with a new being, a hybrid if you will."

" I know you're asking yourselves, " So what?" She waits until the laughter is finished. " Imagine, if you will , a new creature. One with the intelligence and adaptability of a human being, combined with the strength and special abilities of certain members of the animal kingdom. Say, a person with the strength of an elephant, or the quickness and grace of a tiger, or ferocity of a crocodile, or … all of these? Imagine being control of such a creature… being able to direct him/ her into battle, or as an operative…or agent? Imagine the edge you would have over your enemies."

" Perhaps, however, you would prefer the evidence of your own eyes…"

With that Maggie gestures. The curtain rises and the spotlights are turned on Willow and Veruca, now freed from their cages but restrained by electronic manacles.

" Ladies and Gentlemen, I present you with the Soldiers of the future… the Super soldier."

The crowd laughs, amused at the slender young women facing them. Maggie smiles tolerantly.

" Of course, it's silly, isn't it? These two slip of girls. They can't possibly hurt a fly, much less be the ' super soldier' you seek. Yet, appearances can be deceiving."

Maggie points the controller device and Willow, and presses a button.

Willow screams, and falls on the floor. The popping and snapping sounds of bones reshaping themselves are heard. Her body lengthens and grows, and her body excretes a fine fur that gradually thickens and turns a tawny red color. Her limbs change, as does the shape of her body and head.

Soon, nothing is left of Willow. She has become a large panther like creature, standing nearly 4 feet tall sitting on her haunches.

Willow, inside attempts to fight the change, to retain her humanness. But the nature of the beast takes over, and she feels anger and rage well up in her. She roars at the crowd, then charges.

" Oh my god, the beast is loose! Run… "

There is a general panic, as the audience attempts to escape. They find, however, they are surrounded by a phalanx of Ethan's security force, that holds them in place.

" There is no need to panic," Dr. Walsh assures them. She pushes another button on the controller, and the cat that was Willow stops in its tracks, and sits calmly, staring at them.

" What is the meaning of this?!" An indignant voice calls out from the crowd. It's chorused by many others.

" The hybrids are controlled by a series of microchips implanted in it at its creation. This device, " She holds up the controller module, " Allows you to control the beast. You can change it to a beast as I have. Stop it in it's tracks, or…" She points the controller at cat. The cat mewls in pain, rolling on the floor. Its body starts to change, it's form reshaping into human, it's hair retreating back into it's skin, "… or return it into it's human form."

"All very well, Herr Doctor. But it's not always about fighting…"

" No, I realize that you have other needs. Covert ops. To get in and out without detection. Yes?"

" Ya. That vould be an advantage…"

" Would an agent that could change shape interest you?"

" Very amusing, Herr doctor. But of course that's… ach, mein…godt!"

Dr. Walsh has turned to Veruca, and pressing a control button, has changed her shape from a woman to a man.

" This is incredible. Impossible!"

" Do you doubt the evidence of your eyes? Rayne's nanite technology, combined with our cloning technique, has allowed us to create the perfect covert operative. One who can change shape… to avoid detection." She presses the button again, and Veruca morphs into the large bird Willow saw in her room," Of course, she is just a prototype…" Dr. Walsh changes her back to her true shape, " But imagine the possibilities, Herr Kimmler…"

At that moment, pandemonium breaks loose. A series of loud explosions, followed by gunfire invade the hall.

" What the bloody hell?" Ethan goes to his security staff. " Go check it out, you…"

" ATTENTION ! THIS IS THE FBI. WE HAVE THE HOUSE SURROUNDED. EVERYONE INSIDE IS UNDER ARREST!" the amplified voice reverberates through the hall. " PLEASE STAY WHERE YOU ARE AND DO NOT, I REPEAT, DO NOT ATTEMPT TO LEAVE!"

The crowd inside starts panicking, looking for a way out. The windows along side the hall start to break in, shot out by smoke grenade canisters flying through them from the outside.

Time to make a graceful exit, I think, Ethan Rayne thinks, heading for a secret exit door he had installed just for such emergencies. Looks like the others might be caught. Oh well, that's life… He weaves his way through the crowd.

At that moment ,the front doors burst open, and more objects are thrown in. They're flash bang grenades, designed primarily to confused and disorient the intended targets. Following them are various law enforcement and military personnel.

Some of the 'guests', hardened criminals and terrorists, begin pull out weapons and begin firing in the direction of the oncoming force, hoping to fight their way out.

Slipping in under the cover of the confusion, Buffy, Faith, Angel and Oz start working the perimeter, looking for Willow.

Onstage, Dr. Walsh, seeing the confusion, grabs Willow and heads for one of the rear exits. Willow struggles to free herself.

" Don't be difficult," Dr. Walsh pulls her along. She aims the remote at Willow, zapping her enough to get her compliance. She runs towards the first exit she sees.

Oz smells her before he actually sees her. Stopping, he looks around, and sees Veruca. She is staring at him, smiling.

" Hello, lover," She mouths to him from across the floor, " wanna play?"

She starts to laugh, and as she does, her body starts to change. Her arms lengthen, growing claw. Her body is covered in red striped black fur. Her face lengthens into a snout. Still seeming to laugh, she surveys the crowd for a victim.

Scenes of the carnage and killing he participated in with Veruca flash through Oz's head: the blood, the screams, the rendering of flesh. He feels ill; despite his 'beast', Oz doesn't love the kill. He hates It. Now Veruca is going to start up again, and his rage and anger takes over. He feels the change coming on.

Unlike the others, he's been through the change a lot, and he's not weakened by it. He starts running towards Veruca as his body morphs into the wolf. Not again, Dammit. I won't let it happen again!

" NOOO" He roars in the wolf voice, startling Veruca. She turns towards him, just as Oz leaps through the air and attacks her.

Veruca attempts to take out Oz, trying to dominate him as she always had before. But Oz, his strength augmented by rage and remorse, is her match. They tumble into the smoke and crowd, clawing and biting, and disappear into the smoke filled room.

5

" Where the fuck are they?"

Faith looks around the hall, trying to spot Willow. She knows if she spots Dr. Walsh, Willow won't be far away. But with the smoke and confusion, she can't make out much of anything.

" Where's Oz?" Buffy asks.

" What? Oh great. Great time to go off and … forget him. We've got to find Willow. We can hook up with him later."

" There's two exits at the rear of the hall. Maybe they went through one of them?" Angel points out to the other two.

" Swell.. but which one?"

Angel shrugs. " Haven't a clue, " he admits. " Maybe I could check out one, you guys the other? "

" I don't like splitting up," Faith says, looking from one exit to the other. " But damn, we don't gotta choice, do we? Ok, you check out the left one, Angel, and we'll go right. We'll meet back here in 30 minutes if we don't find anything. Agreed?"

Angel, his usual laconic self, nods. He heads towards the left exit. The girls watch him go.

" Not much for the talking, is he?" Faith says as they head for the right exit.

" Nope. Pretty much, he just focuses on the goal and gets the job done, " Buffy says, as they go through the door.

Just once in a while, I wish I were the goal. She sighs internally as they start down the hall.

6

" Stop it!" Cordelia cries out, pinned to the wall by Xander.

" Aw, c'mon baby. Don't be that way. Just let daddy have some goodies," Xander, in his usual romantic mode, is pawing at what little clothing Cordelia is wearing. Though lately Cordelia has been more than compliant with Xander's little sex games, today she feels something important is going on, and she has to get to Ethan. He needs me, I know it.

" Just take me to the lab, Xander, and stop getting grabby!" Cordelia manages to free a hand. She slaps him.

" You bitch!" Xander, angered by her rejection and being hit, punches her in the stomach. Cordelia groans, sliding down the wall. He's about to kick her when a strong hand on his shoulder turns him around.

" I guess you didn't get the memo, did you junior?" Angel says, his fist following his words. " No means no, butthead."

" Stupid mutie freak!" Xander, backing up, curses. He reaches into his coat, and pulls out a 45 automatic." Let's see how you freaks do against bullets!"

He fires the gun, hitting Angel in the shoulder. The force of the bullet slams Angel back into the wall. Cordelia, in a panic, screams.

" SHUT UP!" Xander comes over and grabs her. He hauls her to her feet. " You want to go to your precious Ethan, then fine, we'll go." He starts shoving her down the hall.

An inhuman shriek stops him, and he turns around. His eyes go wide.

Angel, the pain and anger forcing his transformation, is in his bat creature form. He closes the distance between himself and Xander, and leaps on him, attacking him.

Cordelia, already scared, starts to crawl away. This is way too much for her. She gets up, and starts to run, when something grabs her leg. She trips, and then sees what grabbing her. She screams again.

Xander, under attack, has also mutated. He's become a mandrill. Well, that's the form basically, but it's like no mandrill that's ever walked the earth before. He's huge, almost 6 feet tall, and must weigh close to 300 pounds. His hands are claws, and he has a particularly nasty set of razor sharp teeth.

" Stay still, you fucking mutant, " It grunts, then turns to attack Angel.

Cordelia, totally freaked out, just backs into a corner as the two creatures begin to fight…

7

In a room near the end of the hall, Maggie, with Willow in tow, is packing a bag. Every time Willow tries to escape, she hits her with a mild jolt of pain. Not enough to change her. Just enough to keep her in line.

Willow, feeling defeated, sits on the bed, head down.

" Finally. God, you're almost more trouble than you're worth. But I have plans for you, Ms. Rosenberg. You my dear, are going to get me the funding I need to continue my research. Once we get out of here, of course."

Dr. Walsh walks to the closet, and pulls out an attaché case. She holds it up. " I took it from Ethan. I'm sure he won't mind if I take a little for traveling expenses, do you?"

She returns to the bed, throwing clothes and other effects in a bag. She goes back to the closet, and taking out a dress, tosses it towards Willow.

" Here, put this on. Can't have you traipsing about naked, can I?"

Willow just looks at the dress. She doesn't move.

" Damn you, child. Stop being so difficult. " She points the remote at Willow. " Or perhaps I need to use this to keep you in line?"

Willow cowers, afraid of the pain. She picks up the dress, and starts to put it on.

" That's a good girl. Do what your told!" Dr. Walsh says, a small sneer in her voice. " I have high expectations of you."

Something snaps in Willow. She's always doing what's expected of her. Just like that girl. The girl who's memories she keeps flashing on. The one who finally killed herself because she couldn't live up to those expectations. Willow throws the dress away.

" Stop it. Stop being defiant, " Walsh goes to point the remote, but Willow screams at her, and attacks her, knocking her back against the wall.

Maggie, surprised, drops the remote control. Willow snatches it up, and defiantly points it at herself. She presses the button, and she screams in pain.

Then her body begins to change. She lengthens and grows larger, her head changing shape, becoming more triangular. Her eyes shift, and her ears shift and shorten. Her body is covered by tawny red fur.

Dr. Walsh, startled, is frozen in place. Oh, god, oh god, oh GOD! She thinks as suddenly, a very angry, very large panther like cat is confronting her.

She screams.

8

" Did you hear that?" Buffy, in the lead, says over her shoulder.

" Sounded like Willow!" Faith sounds stresses." If that bitch is hurting her…"

Buffy hears what sounds like party poppers going off behind her. Another scream is heard.

" Faith we better go …" She turns around, then nearly pisses her pants in shock.

Faith is in the final stages of her transformation. She is huge, and covered in black fur , and doesn't look at all reasonable.

Damn, that's just… I can't get used to this transformers crap. Buffy thinks as she is almost knocked over when the large black panther runs by her, nearly knocking her over. She hears another scream. Shit, I better follow. She sees the form of Faith loping in front of her, and sighs. Nice kitty, good kitty.

She runs down the hallway.

Faith is already at the door, and sensing her mate is inside, in trouble, she's throwing herself at the door, trying to smash it down. Buffy comes up to the door, and Faith turns on her, growling.

" Nice kitty, good kitty, " Buffy gulps, not liking how kitty is looking at her. " I'm here to help you. See?" Buffy turns to the panel, and starts pressing buttons. Shit, I hope I get this soon. So not feeling like becoming Faith's next bowl of kibbles.

Faith starts throwing herself at the door again. She's got to get in there, save her mate!

" Not helping, Faith, just…" Buffy hits a combination of numbers, and it works. The door slides open, and Faith throws herself through the doorway. Buffy follows.

What she finds inside doesn't exactly help her already pounding heart. Dr. Walsh is pinned up against the wall by a huge red coated cat, now joined by Faith.

Dr. Walsh, looking up, sees Buffy at the doorway.

" Help me, please. They're going to kill me." She looks at the two cats, who definitely have the look of dinnertime on their faces. " Get help!"

Buffy just stands there, conflicted. One the one hand, Dr. Walsh, getting mauled by two large cats, especially Willow and Faith, not exactly bothering her. From what she's learned, she deserves a lot worse. On the other hand, a genetic imperative has been put in her brain. She can't allow human life to be harmed, or to harm a human. She's stuck and doesn't know what to do.

" You stupid mutant!" Maggie screams, as the two cats draw closer. " Don't stand there like a moron. HELP ME!"

Of course, first, you've got to be human. She thinks, staring at the scene.

" You know, if you want help… really not a good idea to insult me," Buffy says, " Sorry, but exactly what do you expect me to do?"

" Kill them, you idiot!"

" Naw, I like them," Buffy says. She goes to the cats, who just look at her. She rubs her hands over their backs. " Who're the good kitties?"

Not moving, they still purr.

" Yeah, I like them. Too bad, I'm not liking you too much, " Buffy turns, and walks towards the door. " Good luck with that." She exits.

" Come back!" She hears, as she stands in the hallway. She just leans against the wall, and shuts her eyes.

While she's not all that concerned about what happens to Maggie Walsh, she doesn't particularly want to see it, either.

Buffy! Help me, please! A voice in her mind startles her.

What the hell? Buffy thinks, looking around.

Help me! Help me!

Buffy thinks for a second it's Walsh, but the only sound coming out of that room is whimpering and growling. Ok, going nuts. Conscience acting up, maybe I should…

In the lab. Ethan's here. He's going to… come to me, please!

Buffy feels a sharp burning pain on her shoulder… where the tattoo is. She suddenly has a flash, and she's in a tank of warm water, floating. She's looking out, and there stands Ethan and some… thing… with him. Everything seems hazy, but she can see Ethan is gathering things up. What's he doing?

HELP ME!!! PLEASE!!!

Buffy, by instinct or compulsion, abandons Walsh to here fate. She starts running down the hall.

Gotta get there. NOW!

9

SNAAAAAP!

The bat creature , torn and bleeding, grips the head of the mandrill. In a final effort, it jerks its head violently, snapping its neck.

The beast formerly Xander Harris, looks surprised for a moment, then falls to the floor, dead.

The bat creature shrieks its triumph. As it does so, its body begins to change, back into its human form.

Cordelia, having witnessed the fight, sits in a corner, babbling to herself.

Angel, human once more, stands looking down at the corpse of Harris. The beast has also reverted to human form. He walks over, and kneeling by the corpse, feels the pulse point. Dead. He shakes his head.

" Don't hurt me, please don't hurt me, " Cordelia, near hysteria, babbles from the corner. " I'll be good, just don't hurt me, please!"

Angel, weakened from the fight, still manages to rise to his feet. He staggers over to Cordelia.

He looks at the woman, dressed essentially like a hooker, cowering in the corner. Despite the fact she looks almost nothing like Cordelia Chase, something inside him senses different. He reaches out his hand.

" Cordelia?" He asks, hesitantly.

Cordelia, the shock of what happened snapping her out of Ethan's spell, looks up at Angel. She's frightened, and wary.

" Angel? Is it really you?" She asks. She looks around, and then at herself. " What happened? Why am I dressed like a whore?"

" Long story, Cordy. I don't know everything. But we gotta get you outta here." He reaches for her hand.

"I'm sooo pissed off. God, what's going on? Where are we?" She looks at her clothing. " Damn, that old creep. He musta drugged me or something. God, once I tell daddy what happened, he's gonna sue the bastard into the poorhouse."

Angel, despite his wounds, can't help smiling. Some things never change. God, I can't wait to see what she does when she gets to a mirror.

" Never mind that now, Cordy. Let's find the way out of here."

" Never mind? Who knows what that old lech did to me," She looks at her costume again. " Do you think this skirt makes me look fat? Hey, watch the hands, ok? I mean, enough with the free groping!" She sees Angel is barely able to stand. " Ok, maybe a little free groping. Are you ok?" She puts an arm around his waist to steady him.

" Been better," Angel says, leaning heavily on her. " Can we go now?"

" Yeah, ok, " Cordelia says, helping him to walk down the hall." But don't think this is a free pass to get grabby, big guy."

Angel just rolls his eyes and groans as they disappear down the hall.

10

Maggie Walsh watches the two cats warily.

What the hell are they playing at? She wonders, as the two cats seem to back off, sitting on their haunches. Both are close together, leaving her a hole on her left to move. She moves carefully , and neither reacts. Ok, something's going on. Why aren't they stopping me? Shut up, Maggie, and move! She edges further left… and the cats just watch her. Maybe I can edge my way out of this.

She moves a little more, and then a little more, neither cat reacting, only watching her. Damn… maybe I've gonna get out of this, after all. She feels hope build up in her breast, and she starts to walk across the French windows along the side wall.

Faster than she can think, the large black panther is blocking her way, growling softly. Oh, crap. She turns to her right, and the smaller red cat is blocking that way. All right then, I'm not going to my right. She starts forward, and both cats growl threateningly. Damn. She looks over her shoulder, and sees the French windows behind her. Maybe I can get through those. If I'm quick, I can burst through, and run. Maybe… damn…

For a moment, she stands stock still, watching the two cats. Then, she's turned and bursting through the windows, running as if the hounds of hell are on her tail.

Close enough.

The two cats leap after her, running to catch her.

They love to play with their food.

11

" Where's our money?"

Spike, along with Drusilla is in the lab with Ethan. Preparations are underway to move some of the more valuable 'samples' from the estate. With the FBI showing up, things have simply gotten too hot here for Ethan to continue.

" You'll get your payment once we're safely away. Now, get to work and start getting things ready to go," Ethan, stressed out, barks at Spike.

" Right, mate. Well, new plan. I'm thinking, why should I help you, if I don't get paid?" Spike leans back against the tanks containing the ' samples'. " After all, I've already betrayed Dr. Walsh, which got her here in the first place. And you still haven't paid us for that one. So, I'm thinking me and Drusilla will just shove off now."

" Oh really, old boy?" Ethan looks up, his expression angry. " Well, do that and you'll never get paid. Never mind that I'll have Riley have a little talk with you." Ethan turns around, and calls out. " Riley, would you come here, please!"

The thing that used to be Lt. Commander Riley enters the room.

Almost 7 feet tall, it looks like something out of a bad Frankenstein movie. Its head is large, square jawed, the jaw thrust forward to accommodate the rather large lower teeth jutting out. Its forehead is sloped, with a very heavy brow ridges. Its eyes are small and almost pig like.

But it's the body that's really impressive, and somewhat frightening. Its arms are huge, making Arnold Schwartzenegger look like he has toothpick arms. They are a little too long for his body, making his hands, now impressive claws, hang close to his knees. His chest is broad, waist narrow, and legs sturdy. Yet for all his bulk, he moves swiftly and gracefully.

" You called, Ethan?" It croaks out from it's deformed mouth.

" Yes, I believe our friend spike here requires a refresher course on manners, " Ethan says," Do you think you could show him?"

The beast nods, and starts towards Spike.

" Now, mate, don't be hasty," Spike backs off, " I'm sure we can come to some agreement…"

" Oooooo…. " Drusilla calls out. She turns to the tank, addressing the burned body of Elizabeth Summers. " I do think someone's been talking out of turn. Naughty, naughty!" She waggles a finger at the body.

" What are you babbling about, pet?" Spike says, backing off from the hulk known as Riley.

" Someone's here, Spike," Drusilla says.

At that moment, an alarm goes off in the lab. Ethan looks towards the entrance of the lab.

" Well, well. Seems we have company, children." Ethan turns to Riley. " Let him be for now, Riley."

Riley stops, awaiting commands.

Ethan goes to a console, and presses a button. A whoosh of air is heard.

" Do be a good host, and go greet our guest, Riley." Ethan smiles.

The man-monster makes it way towards the entrance.

12

" Dammit," Buffy growls in frustration. She pushes another sequence of numbers. " Why won't this thing open?"

Hurry, Buffy, please. You've got to stop him. This has got to end.

" So not helping you just popping in my mind like that," She complains, and tries another sequence of numbers. Alarms go off. Damn, now what did I do?

She hears a whoosh of air, and the door to the lab slowly begins to open.

" Well, shoot. I musta finally got it, " Buffy congratulates herself.

Be careful. Ethan knows you're here. Listen to me carefully…

Buffy stands still as the voice in her mind starts explaining things to her.

Inside the door to the lab, the thing formerly Lt. Riley Finn, waits for its prey. It feels a strong urge to crush and kill. It likes to crush and kill.

But deep somewhere in what's left of its brain, another voice talks to it. The voice of Riley as he once was.

Don't! Don't do this. Back off. Don't attack whoever's coming in

But, I like to attack. I like to kill! I want to kill.

No! This is an order, soldier. Stand down!

I must fight. I must kill. It's my duty.

Buffy walks into the lab. Something is definitely different about her.

Her face is a cold, hard mask. Her expression is grim and resolved. It's her eyes, however, that are scary.

They're glowing. Glowing with a power heretofore unknown.

The enemy! The thing that was Riley thinks I have to go, kill it.

NO! That's not the enemy. The enemy is Ethan. He's the one that did this to you… to us.

Elizabeth explained it to her. She was a mutant, different from birth. By just concentrating on things, she could cause them to burst into flames. She learned early on she had to hide this ' talent'. That no one would understand. But as she grew, she developed it, used it to get revenge on those who hurt her… until the night of the dance, when her friends turned on her, made fun of her. She lost all control, and literally torched the school gym, her power out of control as her rage burned through her. In a fury, she burned down the school gym, using her powers which burned through her. Her power went out of control, her rage and anger was so intense. She burned the gym and almost killed herself in the process.

Now Buffy feels the power coursing through her. She needs to stop this… stop all of this…here and now.

Do it Buffy. Destroy it. Destroy them all!

The monster known as Riley starts towards her. It hesitates, in conflict with itself. Buffy stares at it, and it starts to glow.

The glow grows brighter and brighter, and suddenly the beast is on fire. It roars in pain.

Ethan, startled, looks up to see his ' creation' burning like a torch. His eyes go wide.

" What in bloody hell…" He gets out, before he notices it's suddenly gotten very warm in here. He looks down at himself, and notices he's glowing. " What …"

Buffy smiles, and in her mind, envisions him burning like a match.

Ethan bursts into flame, his body engulfed in a private hell. He screams, but it's way beyond too late for him.

" Spike, I'm scared. The nasty girl's going to torch us," Drusilla starts to moan.

" Now, pet," Spike holds up his hand to Buffy. " We didn't have anything to do with this. We're just little mutants like you. No need to get all hot and bothered about us."

Buffy blinks, and her eyes stop glowing. She looks at Spike and Drusilla.

" Go, now. Before I change my mind." Her voice sounds strange, as if coming form the air, rather than from her.

" Right then, " Spike says. He notices Ethan's attaché case, and picks it up. " You don't mind if we take this, do you?"

Buffy just ignores them. She's in her own little world.

" Right. Well, Ta."

Spike grabs Drusilla, and before Buffy can change her mind, beats a hasty exit out of the lab.

13

Elsewhere, Veruca and Oz circle each other. Both are looking for an opening.

They are both bleeding from the multiple wounds they've inflicted on each other. Each only has one thing on their mind. To kill their enemy, to bite and snap and claw, to bathe in its blood. To make it dead at last.

They keep circling about each other. Both know this is it. One will emerge alive, the other dead.

All they can see is each other. The rest of the world doesn't exist.

Until, that is, the fates, or whatever else you want to call them, step in.

Maggie Walsh, fleeing from the panthers hot on her tail, runs right between them.

The two wolves stop their fight.

Veruca, working on instinct, growls . She senses a kill. An easy kill. She salivates in anticipation.

Faith and Willow, seeing the situation, stop dead in their tracks. They sit on their haunches, watching.

The wolves, sensing more predators, turn and growl. The cats answer, and it's a stand off between them.

Maggie takes the opportunity, and runs.

Veruca, the lust of the kill strong in her, takes off after her in a shot.

Oz, still focused on Veruca, lopes after her, determined to finish this once and for all.

The cats follow silently, padding carefully behind.

Veruca corners Maggie against the fence. She throws back her head, and howls in triumph. She growls at her, driving her back.

" I told you, " Veruca, in a guttural voice, speaks to Maggie," I'd get you, bitch. Now you're mine!"

" No," an equally hoarse voice says from behind her. " You're mine!"

Oz has snuck up on the two, gauging his opportunity. Some small part of him remembers about the fence, how deadly it is.

Before him he sees the two things that destroyed his life. Veruca, making him into a killer, and Dr. Walsh, making him a mutant. He growls low in his throat.

Veruca, distracted for a moment, turns. Oz runs into her, pushing her and Dr. Walsh, who's standing behind her, into the electrified fence.

Oz himself is thrown free as 100,000 volts of electricity course through the bodies of Veruca and Dr. Walsh. The raw power causes the two to catch on fire, as sparks and flames shoot out from the contact point. It crescendos into a huge fireball, the electrical hissing becoming louder and louder…

And then the lights go out all over the estate.

Buffy doesn't seem to notice the lights have gone out. She's focused on her source, Elizabeth. The tanks are powered by back-up generators that come on in case of power failure.

She moves to the glass, touching it. It's warm to the touch.

" Are you alive?" She whispers.

Yes. Barely. But I don't want to be alive anymore. I need to die.

" I don't understand."

I'm in hell, Buffy. I need to be released. I need to…please, help me die.

" I can't… I can't do that, " Buffy says, upset. " I can't kill you."

Suddenly, Buffy is assaulted with images and sensations. She feels everything that Elizabeth feels. She cries out in agony. Her skin takes on a reddish color, the skin blistering.

" It was you…you trying to tell me… oh god, make it stop…please," Buffy cries.

Elizabeth withdraws the pain. Buffy collapses onto the floor. For a moment, she just lies there, stunned.

" I get it. I'll help you." Buffy says ,finally.

Thank you, Buffy. Buffy hears a sigh in her mind. I know where my source power is coming from. I can show you how to stop it. But before that, I need to tell you something. Something to tell mom.

As Elizabeth speaks in her mind, Buffy sits up, listening carefully.

Inside the hall, all shooting has stopped. The two sides, surprised at the sudden darkness, stand in awe. Then the Police, military and FBI use flashlights, and begin rounding up the surviving criminals. They seem too stunned to resist.

" What the hell happened to the lights?" One of the FBI agents asks, looking around in the darkness.

" Dunno… maybe one of the agents found the breaker box." Another replies.

" Do you smell that?" Giles notices a peculiar and unpleasant odor. He looks around for the source, and sees a group of people gathered near the fence. Tapping one of the agents on the shoulder, he indicates he should follow.

They reach the group, which is strangely silent. All seem to be focused on a spot he can't quite see. He pushes his way to the front; then wishes he hadn't.

Lying on the ground close to the fence are the charred and smoldering bodies of Veruca and Dr. Walsh. In death, Veruca has returned to her human form, but both are barely recognizable, charred by the fire that's still smoldering on their bodies. Feeling his gorge rise, he turns to escape, and nearly runs into Angel and Cordelia.

" What happened? Angel asks, his eyes fixed on the bodies.

Giles fights his nausea, turning again to look at the bodies.

" I believe we're seeing the legacy of Dr. Walsh's dream."

14

" Found it!" One of the FBI agents calls out, somewhat later.

There's a brief pause, then the lights come up on the estate. People are milling about everywhere.

The bodies of Veruca and Dr. Walsh have been covered by a blanket. Rupert Giles stands near them, looking down.

So, Maggie. I guess this is the end of your dream, Giles stares at the blanketed shapes. Was it all worth it?

" Are you all right?" a voice near his elbow startles him. He turns to see Joyce Summers standing next to him.

" She wasn't evil, you know." He says quietly.

Joyce doesn't say anything.

" I knew her for very long time. We were both young medical students at Oxford. She was from Northern Ireland, on scholarship. She found out one day that her whole family had been wiped out in the Irish troubles." He sees Joyce's puzzled expression." The civil war in Northern Ireland," he explains." It changed her. Before that, she'd been very outgoing. She was planning on returning home, offering her services to the neighborhood. But the news … I think she died too, that day. She became withdrawn, threw herself into research. She no longer liked being with people. For some reason, she still was fond of me. But she wasn't the same girl I'd known, and I think the what happened to her family … started this madness."

" It wasn't until later that I found out she was into genetic research. Her theory was that violence and hate were genetic, inborn as defenses for a more primitive time. Maybe it was what she saw as a youngster, and what happened to her family, that drove this belief. But whatever the cause, she was determined to identify the source pair of genes, and eliminate them. Of course, when I heard this, I thought she was indeed mad, but I hid my feelings. She explained to me that if she could breed out, or alter the DNA sequencing, she could find a way to create a new, non violent race of humans. That was her dream. To stop from happening what had happened to her. I should've known then she was insane, but I chalked it up to grief over her loss."

" I didn't see her for many years, and when I next saw her, I was on the skids myself, career wise. I'd had a few problems, personal in nature, and I was in serious legal trouble. She looked me up, and frankly, offered me a job. I was desperate, as I couldn't find anywhere to practice. My own past kept coming back to haunt me. Anyway, she hired me, and somehow, made my troubles disappear. My reputation was restored. I was grateful. "

" It wasn't until later that I found out exactly what she was doing. Instead of diminishing, her madness grew with the years. I wanted to quit, early on. But she held my past over my head; if I quit, the bad stuff would return. I … was a coward, and I went along. There's no excuse for my actions. None."

" When I found out what she planned to do with Buffy, and the rest, I reached even my limit. I couldn't sit by, and allow her to continue. Not enough, not nearly enough to expiate my guilt. But, I don't know if there's enough I can ever do."

He looks down at the blanket.

" And now it's come to this. It's ironic, that she so much wanted peace, and turned out to be creating the ultimate weapon. Ironic, and somewhat sad." He brushes a small tear from his eye. " I hope she finds some peace from her demons now, somewhere."

He takes on finally look, and then turns away. " We best go in, and find the others."

Angel, looking worried, comes up to them.

" Have you seen Buffy? No one can seem to find her"

15

" I'm so sorry, " Buffy says quietly, leaning against the glass tank.

Doesn't matter now. It's over. Just, please, do it now. I can sense them, and they're coming, looking for you. Please, before she gets here…

Buffy moves over to the computer console. She types in commands that Elizabeth has given her. An audible alarm goes off.

"WARNING. LIFE SUPPORT SYSTEMS ON TANK 3 SHUTTING DOWN. ALL LIFE SUPPORT WILL BE TERMINATED IN 20 SECONDS"

" 19… 18… 17…" The voice counts down the seconds of Elizabeth's life.

You won't forget to tell her, will you?

" No, I promise, I'll tell her"

"…12…11…10…"

I'm so sorry for the pain. I didn't have any other way to reach you.

" I know… I just wish… I could've known you better…"

Take care of her for me, please? Let her know I love her

" I will."

Thank you, Buffy.

" …3…. 2… 1"

The lights go out in tank #3, Elizabeth's tanks. The air pumps cease, and the water becomes still.

Goodbye, Buffy…

" Goodbye…" Buffy leans against the glass. She feels a part of herself slipping away.

" Buffy?"

Buffy looks up to see the others in the doorway. She pushes off the glass, and walks over to them.

Giles looks around, and sees the charred skeletons laying on the floor.

" What happened here, Buffy?"

" Does it matter, really?" Buffy says, looking at the remains of Ethan and Riley. " Ethan's dead, along with one of his…" She stops, the sadness overwhelming her. " Can we go now?"

" Why is that tank off?" Giles says, seeing one of the preservation tanks is dark.

Buffy looks at him, with a strange expression on her face. " Because, Giles, she didn't want it to happen again."

" I don't understand."

" How could you?" She looks at him. " God, how could you?"

Buffy turns her back, and walks out of the lab.

END.


End file.
